Finocchio & Ustra Sociedade de Advogados > Campinas, Brazil > Firm Profile

Finocchio & Ustra Sociedade de Advogados
R. Avelino Silveira Franco, 149 - Cj 438
Vila Sônia (Sousas)
SP
13105-822
Brazil

Finocchio & Ustra Sociedade de Advogados started with the dream to fill a gap in the State of São Paulo’s market and build a full-service office that could compete with the most admired offices in Brazil.

Focused on developing effective and reliable legal solutions, highly qualified professionals, and working closely with clients, we gained our market share and currently have in our client portfolio national and international companies of all sizes, and from all business sectors.

We have made investment in corporate governance and in our management model; such as our participation in the Partners for Excellence Program (PAEX) of Fundação Dom Cabral, which is one of the best business schools in the world.

With our future and the sustainability of the firm in mind, in 2019 we launched our innovation platform: Future in Us (https://www.futurein.us/en/), as we believe in the rapid evolution of law. We also believe that the best way to get to know us is by understanding our ideology. Thus, we make every possible effort and initiative on a daily basis to incorporate this into our culture.

Our vision
To be a benchmark firm, sustainable and timeless, in an ever-changing corporate environment.

Our mission
To understand and improve our clients’ businesses, delivering results through strategic, innovative, reliable, and effective solutions.

Our purpose
To fulfill our mission in an ethical and synergetic environment, developing people with respect and transparency.

Our values
We believe in and are guided by our values:

  • We are committed to excellence and result delivering;
  • We act ethically with integrity and transparency;
  • We value our clients and work to exceed expectations;
  • We value promptness and responsiveness;
  • We are assertive through clarity;
  • We are passionate about what we do;
  • We cherish team spirit, an easy-going, and inspiring work environment;
  • Our team is our greatest asset.

Main areas of practice
Banking and finance: the team advises Brazilian and multinational companies, institutional investors and financial institutions concerning all aspects of the banking and stock market activities. We advise our clients on syndicated and structured loans, securitizations and project financing.

Civil litigation: provides advice and represents its clients in the negotiation and pre-litigation phase, in lawsuits and civil arbitration proceedings, presenting the best possible legal solutions for each case, through highly technical, effective, viable and tailored service and performance.

Preventively, it provides legal guidance based on the latest understanding of the courts, aimed at preventing or minimizing the impact of disputes. Lawsuits and arbitration proceedings are conducted in a strategic manner, acting before the Judiciary Branch and Arbitration Courts.

Corporate compliance: relies on multidisciplinary participation of professionals working in the most diverse areas of law such as administrative, regulatory, tax, criminal, corporate, labour, M & A and contract, in order to align specialized technical knowledge with good compliance practices, providing the client with a customized and integrated solution to prevent, detect and avoid violations of corporate regulations and laws .

Contract law: provides assistance to Brazilian and foreign companies through the preparation, review and negotiation of preliminary agreements, as well as in the various types of contracts, typical and atypical, provided for in Brazilian and international law.

Corporate/M&A: was consolidated as a benchmark in the assistance for shareholding operations, also by participating in several operations of national relevance.

The firm has experience in the most diverse matters of corporate law and business transactions. It is known for presenting innovative and complete individualized solutions for planning, negotiating and implementing complex M&A transactions, corporate reorganization and strategic planning involving all-sized domestic as well as international companies with agility, excellence, straightforwardness and transparency.

Corporate criminal law has been consolidated by excellence in its dynamic and contemporary performance related to the elaboration of its strategies in cases of high complexity and national repercussion. The performance of the highly specialized team with solid experience, added by the full service structure provides the client with customized and comprehensive legal solutions. The agility combined with personal servicing in emergency and fragile situations such as searches and seizures and prisons are also trademarks of the corporate criminal law team that provide assurance and comfort to the client in these sensitive phases.

Customs and international trade consultancy: offers to clients counseling in tax and customs matters with high performance, agility, compliance and reduction of operating costs. It has the assumptions of (i) ensuring compliance and (ii) increasing the efficiency of our clients’ Foreign Trade operations.

Environmental: advises clients with a focus on understanding the solution regarding the interpretation of the complex and sparse environmental legislation, but also in complying with the requirements of the environmental control agencies, aiming at the company’s good standing and seeking to assist it in the adoption of the best strategy oriented to the client’s business, with the lowest risk of accountability.

In the area of litigation, the office is prominent for the strategic analysis of our clients’ demands, whether they are in an administrative or judicial phase, and for a vision that is not limited to the legal perspective.

Family and succession planning: provides assistance to its clients in drafting public deeds, out-of-court settlements and consensual actions.

It provides guidance on the property regime, preparing prenuptial agreements and common-law marriage deeds, as well as on property division in divorces, common-law marriage dissolutions, and inventories.

Succession planning is customized to meet the expectations and specific needs of each client, with the preparation of wills and corporate structuring, in conjunction with the corporate area.

Intellectual property: provides legal assistance for the protection of trademarks, patents, industrial designs, scientific, literary, artistic works, computer programs etc in Brazil and abroad.

The team works with all administrative or litigation procedures and also in the drafting of contracts related to intellectual property rights, such as licensing, assignment, distribution, franchising and technology transfer contracts.

It offers intellectual property portfolio strategic management services to assist clients in the protection of intangible assets. It has a strong performance in the area of technological innovation.

Labour: was consolidated as a benchmark in legal advisory assistance and strategic conducting of judicial and administrative proceedings, including accidental regressive claims, and it also has strong participation in collective bargaining and legal audits.

The team advises domestic and foreign companies in all aspects involving human resources, with emphasis on the analysis of HR routines, payroll and occupational medicine and safety; correction of vulnerable procedures and guidance of safe methods that minimize the risk of contingencies in the labor sector. It also works in shareholding operations for the assessment of possible labor liabilities.

Real estate: acts in the evaluation of the risks involved in the real estate business concerning the analysis of eventual environmental liabilities and compliance with the requirements established by the New Forestry Code, as well as in the preparation of the most diverse agreements.

Regulatory law: the advisory sector develops important work to follow up and support the entire license obtaining process with the federal, state and municipal management bodies, as well as dealing with compliance issues. In the litigation sector, it operates with the definition and structuring of these in administrative proceedings and tax infraction notices carried through by the most diverse instrumentalities of the Direct and Indirect Public Administration.

Restructuring and insolvency: has consolidated in working with companies undergoing economic and financial crisis in cases of national relevance. It assists clients in corporate restructuring processes and renegotiation of large liabilities through the planning, preparation and conduct of court assisted and extrajudicial reorganization processes, as well as through disputes resolution (judicial litigation) of financial origin.

Tax consulting: works together with other areas of the firm for the seamless search to understand the client’s business with the goal of bringing customized and unique alternatives for the process of decision making by the companies’ officers.

The tax consulting team understands that only a strategic perspective allows an adequate understanding of the core and routine fiscal issues experienced by the companies, and that is precisely what it has been doing for clients in a wide range of business sectors.

Tax litigation: is prominent for its comprehensive servicing of clients’ needs, working with professionals of solid academic backgrounds and broad expertise.

The area is familiar with taxes in practice and capable not only of conducting the administrative and judicial proceedings, but also to assist clients even before they constitute the tax credit, ie, in the inspection procedures, thus avoiding the generation of liabilities or increasing the chances of success. Being familiar with clients’ businesses and carrying out the strategic conduct of their actual or potential litigations is of essence to accomplish effective results in the litigation sphere.

Tax planning: is essential to corporate strategy and is currently a key financial tool, in addition to being an ally of compliance and corporate governance.

The team works alongside corporate and environment teams and has the experience and knowledge necessary to deliver customized tax planning and international taxation projects to clients. The multidisciplinary approach involving finance, accounting and the participation of other areas of the office guarantees fundamental solutions. In addition to creating tax efficiency, the work developed by the team contributes to the management of clients’ businesses.

DepartmentNameEmailTelephone
Arbitration, Family and Succession Planning; Restructuring and Insolvency José Luis Finocchio Juniorjose.finocchio@fius.com.br
Tax Octávio Lopes Santos Teixiera Brilhante Ustraoctavio.ustra@fius.com.br
Labour Veridiana Moreira Policeveridiana.police@fius.com.br
Restructuring and Insolvency Camila Somadossi Gonçalves da Silvacamila.somadossi@fius.com.br
Criminal Corporate Law; Compliance Guilherme Cremonesi Cauringuilherme.cremonesi@fius.com.br
Civil Litigation; Family and Succession Planning Raissa Simenes Martins Fantonraissa.fanton@fius.com.br
Corporate/M&A; Banking and Finance Felipe Lopes de Faria Cervonefelipe.cervone@fius.com.br
Tax Planning Bruno Marques Santobruno.santo@fius.com.br
Tax Consulting Pedro Henrique Buffolo Juniorpedro.buffolo@fius.com.br
Tax Litigation Leandro Luconleandro.lucon@fius.com.br
Contractual; Real Estate; Environmental; Regulatory Luis Felipe Dalemdico Silveirafelipe.silveira@fius.com.br
Tax Litigation Juliana Camargo Amarojuliana.amaro@fius.com.br
Lawyers: 91 :
Other fee-earners: 115 :
English (fluent)
Italian
German
Spanish
AMCHAM

Public lighting PPP contracts in Brazil: an overview

Municipal responsibility

Since 2014, all the public lighting assets have been transferred to municipal authorities due to Resolution nº 414/2010 of the Electric Energy National Agency (ANEEL). Before this, the companies responsible for the electric energy distribution managed those assets.

In this sense, Brazilian cities became the sole ones responsible for providing all the utilities regarding public lighting services, including its expansion, modernization, control, operation, maintenance, and management. Those activities may demand great investments, compromising the fulfillment of other equal relevant activities under municipal jurisdiction.

Why PPP?

Public lighting services – if well provided – have positive externalities (private and social). It helps and supports public security, real estate appreciation, public health, local business development, etc.

However, public lighting is a kind of service that does not allow municipalities to collect fees or retribution from citizens. Public lighting lacks the necessary “individual utility” for that purpose – it is a “public good,” a well-known market failure.

Those services are mainly financed by the Public Lighting Contribution (COSIP), a tax collected by the municipalities based (in most cases, but not in all of them) on the quantity of electric energy consumed by each taxpayer. The amount collected through COSIP has been insufficient to finance public lighting services appropriately.

Given that, while the service has been sub-provided, municipalities could not simply transfer it to private companies by ordinary concession contracts (Law nº 8.987/1995).

The alternative, thus, is a public-private partnership (PPP) on an administrative concession basis (in which there is no direct payment or contribution by the service users). Under this model, except for alternative projects that the private operator can eventually run, the entire project fund is derived from the contributions made by the public partner (Article 2º, §2º, Law nº 11.079/2004).

Bidding process

Before Law nº 14.133/2021, public lighting PPP tender offers could only be made through the “Competitive Modality.” After that, they may also happen through the “Competitive Dialogue Modality.” However, there is no evidence of the use of this later modality in public lighting PPP contracts.

The process in the competitive modality is mainly divided into two phases. In one of them, formal documents of the competitors are examined, such as corporate documents, financial registers, and certificates that prove previous experience in similar projects. In the other one, the bidding commission judges the economic proposals. Those phases can be reversed according to the bidding notice.

Although the law provides other bid criteria, municipalities usually select the proposal that provides the lowest value contribution.

Public contribution

Public contribution under public lighting PPP contracts essentially derives from financial resources collected by the municipalities based on COSIP.

It does not mean that the entire COSIP will be transferred to the private partner. Traditionally, the bidding process winner offers substantial discounts on the initial public contribution. By the way, this is one among many other reasons that make PPP contracts in public lighting services so attractive to municipalities.

Moreover, the public contribution can be conditioned to specific goals that have to be achieved by the private partner during the contract performance (PPP contracts tend to establish goals regarding the expansion of the public lighting net, assets modernization, service availability, etc.)

Main contractual responsibilities (of the private partner)

The private partner’s main responsibilities are to operate the public lighting system, assure its maintenance, keep its availability according to the levels outlined in the contract, expand the public lighting net toward uncovered areas, and modernize the public lighting assets (rendering relevant efficiency to municipalities regarding energy cost).

 


Luis Felipe Dalmedico Silveira
Contracts Partner, Finocchio & Ustra
E: felipe.silveira@fius.com.br

José Luis Finocchio Junior, Managing Partner

José Luis Finocchio Junior explains how the firm is preparing for challenges in the future.

What do you see as the main points that differentiate Finocchio & Ustra from your competitors?

I believe that what sets our firm apart is our team, so much so that our purpose is: “To accomplish our mission in an ethical and collaborative environment that allows, with respect and transparency, the development of people.”

In addition, we have always put all our energy into understanding and improving our client’s business, which has culminated in the creation of a solid institutional culture that places the client at the center of our business – customer centricity – and this drives us to consistently deliver results through strategic, innovative, reliable, and effective solutions that clients can actually measure.

Finally, we believe that the corporate environment is undergoing an unprecedented restructuring phase, which requires all our efforts and intelligence to remain sustainably and perennially among the most prestigious firms.

Which practices do you see growing in the next 12 months? What are the drivers behind that?

For the next 12 months, we expect a relevant growth in M&A, international tax planning, and international contracts. The pandemic experienced in recent years has caused major geopolitical disruptions, which is undoubtedly already driving most companies to change their territorial strategies, impacting the areas mentioned above and other corporate areas relevantly.

What’s the main change you’ve made in the firm that will benefit clients?

Continuous improvement is a mantra in our culture. In reviewing our strategic planning, we invariably focus on constant changes in people management, and marketing, especially customer centricity, innovation, and legal operations.

We have recently redesigned, via system, all our customer experience processes to enhance our clients’ experience and ensure that our legal solutions, in whatever area the client interacts with, exceed their expectations. As you can imagine, this has significantly increased our client satisfaction indicators.

Furthermore, over the past two years, we have finalized implementing new management software in our firm in order to allow us to design our solutions in a much more assertive manner. The increasing use of innovation, especially data, provides our clients with more reliable indicators, effectiveness, and transparency in decision-making.

Is technology changing the way you interact with your clients, and the services you can provide them?

Today, innovation is embedded in most projects for the continuous improvement of our services. And technology, along with design thinking, play a crucial role in achieving results that exceed client expectations.. An example of this was the recent launch of our innovation platform Future in Us – https://www.futurein.us/ – which aims to overcome the traditional model of law practice facing the inevitable market revolution, that is, to build the future together with our clients.

As for the interaction with clients, we have put a lot of energy into delivering our solutions in a digitalized and direct way, with the recurrent use of the best practices of visual law. In addition, we have made great efforts to deliver legal reports to our clients adapted to how the corporate world measures its indicators as in a secure, assertive, direct, intuitive, and real-time manner.

Can you give us a practical example of how you have helped a client to add value to their business?

Recently, during a design thinking session with a client based in Europe, we identified that this client had great difficulty controlling its corporate obligations in Brazil. The process was done only internally and statically using spreadsheets from its local internal legal department. In addition, there was no effective control of its deliveries or a safe place for corporate documents to be filed.

Thus, with this need identified, we developed a cloud system that manages all corporate obligations on a single screen, allowing the client to have a complete corporate overview of its companies in Brazil. In addition, the system is constantly updated with legislative changes and informs the client, in advance, of all deadlines for submitting corporate obligations. The system also generates reports in an automated way and stores and manages, in a single database, all company information and corporate documents.

It is worth noting that today this system is the leader in the corporate records and document management market in Brazil and plans to expand to several South American countries since a large part of its clients are transnationals.

In addition, in an intimate relationship with technology, the firm has introduced a new tax ERP system capable of supplying fast data and information to all clients. The collection and presence of data are now much quicker than in the past few years. For instance, the new system and workflow use AI to analyze and classify judicial decisions, providing lawyers, attorneys, and counsels with a quicker response. Besides that, our firm developed a new, faster, and fairer way to calculate and bill contracts. Clients can now ask, at any time, for information on hours billed that they proportionally pay for according to the lawyers’ seniority and experience level. As a result, using technology to leverage our knowledge and having a hands-on team allows us to deliver complex and specific tax services to our clients within a fraction of the time our competitors do and in a much more assertive manner.

Are clients looking for stability and strategic direction from their law firms – where do you see the firm in three years’ time?

Our clients entirely drive us in everything we believe and do, so much so that it is in our vision: “To be a sustainable and enduring reference firm in a changing corporate environment.” Thus, we find it essential to look at our vision on a daily basis and analyze, with great sincerity, whether we are making every effort to be ready for this changing world, whose protagonists are our clients.

Finally, in three years’ time, we see our firm as the best environment for people to work in Brazil, with a team highly engaged in innovation and loyal clients delighted with strategic, innovative, reliable, and effective solutions. And among the top five most admired firms in the country.

LyondllBasell Group M&A Transaction

LyondllBasell Group, one of the biggest chemical industries group in the word, acquired, through its Brazilian subsidiary Basell Poliolefinas Ltda., Colortech da Amazônia Ltda., a manufacturer of color concentrates, additive masterbatches and mineral-filled compounds located in Manaus, Brazil. The share purchase agreement was signed on June 6th, 2022, and the closing of the transaction was due on September 30th, 2022. Finocchio & Ustra Sociedade de Advogados (Brazilian Law Firm) is proud to represent LyondllBasell Group in the acquisition of Colortech da Amazônia Ltda.