Brazil

Brazil is a pivotal player in the global energy landscape and even more now, with a natural gas market that is reshaping the trajectory of the local energy sector.

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.    

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.

Licks Attorneys, a leading firm in intellectual property, regulation, and strategic litigation in Brazil, has announced the appointment of six new partners. The move highlights the firm's dedication to nurturing internal talent, pursuing sustainable growth, and expanding key areas to better serve its clients in Brazil and internationally. The new partners are Carolina Mendes, Felipe Oquendo, Gabriela Monteiro, Isabella Bonisolo, Matheus Ramalho, and Wallace Wu. With careers marked by exceptional academic backgrounds and outstanding achievements in their respective fields, the professionals represent different areas of specialization and offices. Specialization and established expertise in Rio de Janeiro In Rio de Janeiro, Carolina Mendes stands out for her performance in patent litigation. An adjunct professor at UERJ and PhD holder in Procedural Law, Ms. Mendes bridges the gap between academia and legal practice. Also in Rio, Felipe Oquendo specializes in patent litigation. With a Master's degree in Intellectual Property and experience at specialized law firms, Mr. Oquendo brings strategic insight into one of the firm's core practice areas. Matheus Ramalho, who holds a double doctorate  in Procedural Law (UERJ) and Business Law (USP), leads the firm's newly stablished Business Law practice. His work focuses on strategic litigation, contracts, and advisory services for both domestic and international clients. Wallace Wu, with a Master's degree and specialization in different areas, such as real estate, maritime law, and contracts, reinforces the firm's strategy of ongoing expansion into emerging practice areas. Strengthening operations in São Paulo In the capital São Paulo, Gabriela Monteiro and Isabella Bonisolo have been promoted to partners after years of dedicated service. Ms. Monteiro, who holds a Master's degree in Regulatory Law, advises clients on regulatory law, antitrust, and intellectual property, leveraging her solid academic background and extensive practical experience. Ms. Bonisolo, Master's graduate in Civil Law, specializes in complex patent litigation, particularly within the pharmaceutical and agribusiness industries. By prioritizing internal development and diversifying its expertise, Licks Attorneys is positioning itself for a new growth cycle, aligned with the evolving regulatory and technological demands of the global legal landscape.

The corporate law team at Finocchio & Ustra Sociedade de Advogados advised A9 — a company founded with the mission of transforming agribusiness through innovation, agility, and trust — in the acquisition of strategic assets from Coplacana, one of the most traditional and respected agribusiness cooperatives in Brazil. Established in 1948, Coplacana is headquartered in Piracicaba, São Paulo. The transaction represents a strategic move to establish A9’s presence in the agro-industrial market and to consolidate its position as the largest dealership of a leading agricultural machinery brand in the state of São Paulo. Already present at Agrishow 2025 — one of the world’s largest agricultural technology trade shows and the leading agribusiness event in Latin America — A9 reaffirms its commitment to delivering solutions at the pace agribusiness demands, with ethics, ambition, and results. The transaction was conducted by partner of the corporate and M&A Andrea Tincani, with the participation of Marcelo Schwartzmann, partner of the environmental practice, Camila de Godoy Ferreira, Letícia Flaminio, Júlia Bueno da Conceição and Giovana Silva, all from Finocchio & Ustra.