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Tauil & Chequer Advogados In Association With Mayer Brown LLPTauil & Chequer Advogados In Association With Mayer Brown LLPTauil & Chequer Advogados In Association With Mayer Brown LLP
May 2010
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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
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Mayer Brown at a Glance
“Sources also explain that ‘its internationalnetwork is brilliant,’ and gives it the capacity tohandle 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
1Mayer 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 liabilitypartnership incorporated in England and Wales; JSM, a Hong Kong partnership, and its associated entities in Asia; and Tauil & Chequer Advogados, aBrazilian 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.
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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,
and Albania, the Spanish law firm Ramón & Cajal.
We offer extensive legal capabilities in Asia, with
seven offices located across Hong Kong, Mainland
China, Thailand and Vietnam. This on-the-ground
presence in these three important regions
enables Mayer Brown to offer clients access to
local market expertise on a global basis.
Many of our lawyers’ practices involve providing
cross-border advice on regional or global
transactions, and we have extensive experience
managing pan-European, trans-Atlantic, Asia-
Pacific and global projects. This cross-practice,
cross-border approach to solving the needs of our
clients means our lawyers not only have a
thorough knowledge of the legal system in which
they are based, but they also have a familiarity
with the laws and political, cultural and
commercial influences likely to impact a matter in
other regions. In fact, many are recognized for
their work in multiple jurisdictions. In addition,
we have several practices - our Emerging
Markets, Latin American and India practices, for
example - which focus on jurisdictions where we
have limited or no physical presence. We
regularly advise our international clients on
matters involving these additional jurisdictions, in
coordination with local counsel.
It is not just our strategically located offices, but
our cross-office cooperation that truly makes us
an elite global law firm. We believe that staying
connected and building relationships with clients
in different jurisdictions and at all levels of our
organizations are key factors to a successful
international relationship.
Demonstrated Leadership
Part of the 2010 “BTI Client Service A-Team.” This yearmarked Mayer Brown’s eighth consecutive appearance inthe Top 30 List out of more than 500 law firms ranked.
Chambers UK 2010 listed 50 London office partners asleaders in their fields.
In 2010, Mayer Brown practices ranked in 53 categoriesin Chambers Global and in 51 categories in Chambers USA.
Mayer Brown JSM was named "National Law Firm of theYear for Hong Kong" at the IFLR Asian Awards 2009. Itwas the third consecutive year and the seventh time in thepast 10 years that JSM has won this prestigious award,which recognizes excellence in service and advice toclients and the high regard in which the firm is held by itspeers.
178 Mayer Brown lawyers were listed in the 2010 editionof “Best Lawyers in America.” In addition, the Firm hadthe most lawyers listed in 22 city and/or state categories
Chambers USA 2010 ranked 128 of Mayer Brown'sattorneys among the best in their legal service area.
BTI Consulting ranked Mayer Brown among the top eightTransactions Power Players noted for "delivering anextraordinary performance in transactions" and theclients’ top hiring choice in six of seven specialties.
Our Real Estate practice was ranked in the top tier inIllinois in Real Estate by Chambers USA 2009, which notedthat, "This group is respected by clients for being‘particularly good for work on more complicateddeals,’ and for its ‘breadth of experience, ability to provideunique solutions and fast responses.’"
Chambers USA regularly ranks our Litigation practice inthe top tier, and in 2009 stated that, “This Chicagopowerhouse has a well-established litigation offering thatcovers appellate, securities, telecom, antitrust andproducts liability issues. The group benefits from theglobal resources of the litigation department and the finereputation of the corporate practice, and is particularlystrong in Supreme Court appellate cases and financialservices disputes.”
Chambers USA and Legal 500 US regularly recognize ourSupreme Court & Appellate group's preeminence in thefield: in 2009, for the third year in a row, both ChambersUSA and Legal 500 US ranked us as a top tier practice.
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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
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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.
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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.
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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 TaxationWith 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
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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.
LitigationTauil & 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 EstateOur 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
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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 TaxationThe 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.
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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 ownershipstructure.
We represented Noble Corporation in its reorganization involving creation of the publicly heldforeign parent and related international tax planning.
We counseled on the implementation and execution of a cross-border acquisition anddevelopment strategy for a U.S.-based company seeking to establish operations in ninecountries in the European Union, involving extensive tax planning.
We advised a publicly traded Australian upstream oil and gas company in structuring and taxplanning.
We advised a major Turkish petrochemical group in structuring and tax planning for establishingoperations in the United States.
We advised a corporate client in the sale of part of its chemical products businesses to a foreigncorporation, providing analysis on federal income tax issues.
We advised a major U.S. oil company on tax issues relating to structuring a gas facilities jointventure 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 newcompany formed to acquire quarry, aggregate plant, distribution terminal, marine dredging, andrail transportation operations and related financing transactions in a $37.5 million transactionwith a team of Thompson & Knight corporate, tax, real estate, banking, public law, andenvironmental lawyers.
An appellate court affirmed judgment for our client (and the Supreme Court declined to hear) ina transfer pricing (Section 482) case involving determination of the transfer price of SaudiAmerican crude oil acquired from an Arabian American oil company. Total alleged deficienciesexceeded $6 billion.
We assist Rolls Royce Energy Division in Brazil on tax matters related to Brazilian projects. Theyare currently supplying several power generation modules for 5 platforms being built in Brazil(for Petrobras).
We represent Noble Corporation, an international drilling corporation, in tax planning on drillingrigs' charter transactions in Brazil, and we represent and assist Noble in all Brazilian tax issuesand controversies.
We represent Weatherford in all tax (litigation) pending cases in Brazil.
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We assisted Flowserve Inc. with tax litigation cases related to an acquisition made in Brazil.
We represent Baker Hughes in all tax issues and controversies in Brazil.
We represented Petrobras in 3 material acquisitions transactions, including a former Enronasset - Eletrobolt.
We assisted Petrobras, elaborating a study about tax aspects of an LNG project in Brazil.
We assist Total, Chevron, and Maersk in their tax issues related to E&P activities in Brazil.
We assisted an economic group of overseas companies in the tax planning and restructuringinvolved in their recent acquisition of another company, a transaction which amounted morethan US$ 3 billion. We have also handled tax, administrative, and judicial cases amounting toover US$ 1 billion.
We advised in the tax planning and restructuring of a project for oil production in deep waterswhich amounted more than US$ 2 billion. We also represented most of the international oilcompanies 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 Brazilianpension fund, by eliminating the tax inefficiencies generated from the wording and the structureof the leasing contract between the parties.
We assisted a portfolio investor in Brazilian financial and capital markets in a US$ 100 millionasset restructuring with a view to implementing an efficient structure for the investment inseveral variable and fixed income assets.
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Tax Practice Team Profiles
Ivan Tauil
Partner
Rio de JaneiroPh: + 55 21 2127 4213Fax: + 55 21 2127 4211
Experience
Ivan Tauil advises Latin American and global companies on a wide range of matters, including legalissues affecting the oil and gas industry as well as real estate and real estate finance concerns. He isexperienced in tax law, international energy, and cross-border real estate transactions and frequentlyrepresents clients in litigation.
In 2009 both Chambers Global and Chambers Latin America recognized Ivan with the "Leaders in theirField" 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 andSpanish as well as Portuguese. Ivan is a Mayer Brown LLP partner affiliated with Tauil & ChequerAdvogados in Brazil.
Notable Engagements
Represented a Fortune 500 US company in obtaining a preliminary injunction in Brazil aimed atreleasing 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 petroleumcompany
Represents a Brazilian engineering company with collections and associated litigation related to itscommissioning services rendered during the construction of the $1.1 billion “P50” oil productionplatform in Brazil.
Assisted a UK-based real estate fund in the structuring, planning, and multi-million dollar landacquisition of a high-end residential real estate project in northwest Brazil
Advised international oil companies and energy service companies in tax planning, compliance, andcontroversies 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 thisfund before Brazilian civil courts
Advises two global technology companies in their business and tax matters in Brazil
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Represents technology and entertainment companies in their tax issues and business transactions inBrazil
Represents Brazilian real estate developers in raising funds in the US and EU capital markets forprojects in Brazil
Assisted the largest Brazilian real estate developer in its international transactions involving secondhome 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 plantlocated in Rio de Janeiro
Represented an oil service company before Brazilian tax courts, and resolved a $120 millioncontroversy
Represented American companies before Brazilian labor courts in sophisticated litigation involvingmulti-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 inBrazil
Represented a client in tax planning for the supply of generation modules for oil platforms involvingmore than $300 million
Assisted a member of a consortium for exploration and production of oil in Brazil, with respect totax planning and representation in court aimed at obtaining a tax exemption for internationalremittances 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 $1.1billion
Advised a German industrial group with revenues more than $4 billion on the tax structuring of itsbusinesses in Brazil
Participated in the tax restructuring and development of a foreign group recently acquired through atransaction 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 thanR$200 million, as well as those of a company of the food market whose revenues are worth aboutR$100 million
Participated in the tax planning for projects worth approximately $300 million in oil exploration inBrazil.
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Eduardo Maccari Telles
Partner
Rio de JaneiroPh: + 55 21 2127 4229Fax: + 55 21 2127 4211
Experience
Eduardo Maccari Telles has a practice that emphasizes trial, litigation and arbitration, tax andadministrative law. His clients include national and foreign companies as well as governmentalinstitutions, and he assists them in all types of dispute resolution for tax, civil or labor cases as well withtax 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 inBrazil. Since 2000 he has also served as a state attorney in the Attorney's Office of the State of Rio deJaneiro. His other professional assignments have included work as a tax attorney with the NationalInstitute of Social Security (1998-2000), as a legal counselor with Rangel, Penna da Rocha & DaihaAssociated Attorneys (2000-2006), as external counsel for the Brazilian Institute of MunicipalAdministration (2000-2004) and as Treasury representative on the Taxpayer Council of the State of Riode Janeiro (2004).
Notable Engagements
Represented an engineering consortium in an administrative pleading to re-establish the economicbalance of an administrative contract entered into by the consortium with a federal publicadministration entity
Represented an independent oil & gas company in a arbitration against a government entity todiscuss oil and gas concession contracts rights
Participated in the tax, administrative and regulatory organization of a consortium to explore andproduce 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 operatingagreement provisions that concern Brazilian law
Represented an oil and gas company in the tax planning of a consortium project to producechemical 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
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Advises a multi-billion dollar Brazilian pension fund in tax issues, and represents this fund beforeBrazilian civil and tax courts
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Christiano ChagasMonteiro de Melo
Partner
Rio de JaneiroPh: + 55 11 2504 4215Fax: + 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 equitystructures, and administrative proceedings. He has assisted numerous companies in tax planning relatedto M&A deals and foreign investment in Brazil.
Christiano represents investment banks and corporations regarding tax issues related to initial publicofferings, issuance of financial instruments and securitization deals. Christiano also represents sponsorsand investors in Brazilian private equity funds, real estate funds and receivables investment funds. Inaddition, he has represented Brazilian banks before Brazilian tax courts resolving tax controversiesrelated to financial instruments. He is fluent in English and Portuguese.
Christiano is a Mayer Brown LLP partner affiliated with Tauil & Chequer Advogados in Brazil. Beforejoining the firm he was associated from 2001 to 2008 with the firm of Pinheiro Neto Advogados. Earlierin 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 fundsinvestment
Advised banks and corporations regarding tax implications of securitization deals (local and cross-border)
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Roberta P. Caneca
Associate
Rio de JaneiroPh: + 55 11 2127 4214Fax: + 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. Advisesdomestic and foreign clients in tax and customs issues, and represents clients in tax matters inadministrative and judicial levels.
Notable Engagements
Represented a German chemical group in tax litigation regarding the Brazilian VAT on theimportation of equipment under the temporary admission regime
Represented an oil company in tax litigation regarding the withholding tax imposed on payments forservices provided in exploration operations
Assisted a Brazilian client in preparing a statement of defense for a tax fine of more than US $1.1billion
Assisted a major energy company in tax planning for the supply of generation modules for oilplatforms in an operation involving more than US $300 million
Assisted the state-controlled petroleum company with tax issues relating to the acquisition of athermoelectric plant in Brazil
Assisted in tax planning for a consortium intended to perform exploration, liquefaction, andexportation 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 apipeline in Brazil with investments of more than US $1 billion
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Gustavo Baptista Alves
Associate
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 newprocesses, controls and the tax corporate governance concept, aligned with the group’s outstandingactivities and values.
Established and consolidated a better quality relationship with key professionals at Petrobras TaxDepartment, and thus an effective communication channel was opened to solve problems andproduce better solutions to both parties, not only for the tax department but also to related areas asControllership and Legal.
Developed a process to evaluate and re-evaluate C&P contracts with strategic players, focused ontax aspects and tax incentives optimization (Repetro), generating expressive savings.
Elaborated and managed a tax and social security risk assessment tool, enabling the topmanagement team to quickly overview the risks and contingencies. Also implemented a newguidance to mitigate the detected risks.
Created, developed and implemented a periodical Brazilian oil and gas tax scenario report. This toolprovided a yearly overview of the tax department achievements and performance and made itpossible for the top management team to make more effective and faster decisions.
Relationship management and consolidation with federal, state and municipal government. As aresult, performed a successful negotiation of tax debts and credits recovery.
Conducted a review of the corporate structure, generating tax burden optimization and successfuldecisions 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 ofthe projects tax burden and produced relevant savings.
Developed a new interpretation to the existing rules, consolidating the technical support as thebasis for pulp and paper companies’ access to Sudene fiscal and financial incentives. Managed andimplemented 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 bestlegislative interpretation of a new social security rule applied to agro industries. As a result, the tax
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savings amounted to around R$ 10 million, and there was expressive cost reduction to other pulpand paper companies.
Developed feasibility studies of huge investment projects, as the incorporation of a greenfield pulpunit in the south of Bahia (Veracel Celulose S.A.) and a logistics project of raw materialtransportation between Bahia and Espírito Santo.
Leaded a corporate and tax offshore restructuring project by performing legal, political andeconomic analysis of several countries´ scenarios, mainly from EC, which resulted in saving hundredsof million dollars in corporate income tax.
Managed the improvement of tax litigation opportunities, reducing cash outflow and generatingseveral tax savings.
