The Firm

Romano & Torres de Oliveira law firm (“RTO Law Firm”) is a law firm formed by experienced and highly skilled legal professionals coming from some of the most important law firms in Sao Paulo.

RTO Law Firm has begun its activities rendering legal services in corporate, tax, foreign investments, international contracts, and administrative law. Since then, it has been incorporating other legal areas in its portfolio of legal services, becoming a one-stop shop for its Brazilian and international clients.

Counting on offices in São Paulo, Ribeirão Preto and Piracicaba, and close ties with law firms seated all major Brazilian cities, as well in Europe and Ásia, RTO Law Firm is a law firm of a global reach.

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Through the rendering of legal consultancy services to corporate clients, RTO Law Firm has been assisting Brazilian and foreign companies in the carrying out of their business, from the start-up and development of their activities to the structuring of more complex M&A transactions, tax planning and legal assistance in corporate negotiations and restructurings in general.

RTO Law Firm renders its legal consultancy services based on technical knowledge, agility, creativity and efficiency, always supplying its clients with business-oriented and innovative solutions.

In order to cope with our clients’ demands and requests, RTO Law Firm has developed a multidisciplinary team capable of assisting its clients in virtually all fields of law with responsiveness and quality, always aiming at establishing long-term relationships with our clients.

Practice Areas

M&A/Corporate

Carrying out of M&A transactions (buyouts, acquisitions of business units as “going concerns”, etc.), setting up of joint-ventures (i.e. consortiums, special purpose companies), and legal assistance in the granting of approvals from the competent antitrust authorities;

Spin-off, consolidation, downstream and upstream mergers of companies, transformation of legal entities’ corporate type, and corporate reorganizations in general, especially in the restructuring/planning of family owned-business;

Drawing up and filing for the registration of companies’ corporate acts (articles of association and bylaws, minutes of stockholders’ meetings, stockholders agreements), and legal representation of stockholders in corporate meetings;

Legal representation of stockholders in complex corporate litigations with judicial and/or arbitration courts.

Foreign Investments

Legal support to foreign companies which intend to carry out its business in Brazil (incorporation of wholly-owned subsidiaries, setting up of joint-ventures with local partners, structuring of the most efficient operational framework under Brazilian law for the in the carrying out of its business transactions locally);

Assistance in intercompany and foreign direct investments related transactions (i.e. remittance of dividends, entry into intercompany loans and others), and in their corresponding declarations with the Central Bank of Brazil’s Electronic Declaratory Systems (“Sisbacen”);

Assistance in the obtaining temporary and permanent visas for foreign investors, expat workers, etc.

Business and Contract Law

Legal advice in business transactions; drafting, reviewing, negotiation and follow up of the performance of local and cross border commercial agreements (agency and distribution agreements, franchising, sales and purchases of goods, transfer of technology, license of use of intellectual property rights, etc.), and joint operational agreements;

Structuring of turnaround plans, legal assistance in bankruptcy, extrajudicial reorganization, and judicial recovery procedures;

Legal representation of companies in commercial litigation cases in judicial and/or arbitration courts;

Consultancy in economic/antitrust matters, including unfair competition and compliance with consumer rights.

Tax

Legal assessment of the fiscal aspects of clients’ businesses and taxes levied in the carrying out of their business affairs, and the structuring of tax-efficient structures;

Administrative and judicial litigation in connection with federal, state and municipal taxes;

Legal measures aiming at the credit taxes recovery, either through administrative or judicial procedures.

Intellectual Property

Legal consultancy in intellectual property related-matters (copyrights, trademarks, patents, internet domain names, etc.), and carrying out of administrative procedures for the protection of said rights with the Brazilian competent authorities;

Protection of the clients’ intellectual property rights, through administrative and judicial spheres, from unfair competition practices;

Negotiating, drafting, and reviewing of intellectual property agreements, and their filling with Brazilian competent authorities;

Real Estate Law

Full legal assistance in the structuring of real estate built to suit projects, securitization of real estate receivables, off plan construction investments, and incorporation of real estate investment funds;

Drafting and negotiations of real estate agreements and documents in general, including incorporation and construction contracts, buying and selling, leasing, payments in kind, among others;

Real estate litigation in easement disputes, foreclosures, receiverships, unlawful detainers, as well as in other disputes arising from the financing of projects and construction.

Administrative Law

Legal assistance in public bids, from the preparation of legal documents and proposals, until de execution of the administrative/public contracts, as well as administrative and judicial litigation in connection with public bids (consistency of bidders’ qualifications and bid procedure related matters);

Legal consultancy related to partnerships between privately held companies and public companies to carry out infrastructure projects and public related services, and in the concession and authorization to private companies to carry out activities in specific sectors of the market regulated by Brazilian public authorities, especially oil & gas and telecommunications.

Computing and Internet Law

Legal advice in the development, commercialization, use and protection of software and the internet solutions, and in the legal structuring of e-commerce and software as a service (“SaaS”) businesses;

Draw-up and negotiations of software licensing contracts, and cloud computing agreements in general;

Litigation involving Internet domain names ownership, software and website copyright infringements and counterfeits, as well as unfair trade on the Internet.

Partners

Rodrigo Romano Moreira

University of São Paulo (FDUSP), LLB; University of São Paulo (FDUSP), LLM in Philosophy and General Theory of Law; Pontifical Catholic University (PUC-SP), Specialist in Contract Law. Teaches contract and civil law at Cruzeiro do Sul University (UNICSUL). Practice Areas: commercial litigation/arbitration, contracts. Languages: Portuguese and English.

rromano@rtoadv.com.br

Rafael Silva Torres de Oliveira

University of São Paulo (FDUSP), LLB; Brazilian Institute of Tax Studies (IBET), Specialist in Tax Law; MBA, Getulio Vargas Foundation (FGV). Practice Areas: tax, administrative law, contracts. Languages: Portuguese and English.

rtorres@rtoadv.com.br

Contact

  • Email contato@rtoadv.com.br
  • Phone +55 (11) 3051-8321
  • Location Rua Batataes, 460, cjs. 31/32
    São Paulo, SP - Brazil
    ZIP Code 01423-010