The Executive Remuneration Review

Transcription

1 The Executive Remuneration Review Fourth Edition Editors Arthur Kohn and Janet Cooper Law Business Research

2 Chapter 4 BRAZIL Anna Thereza Monteiro de Barros, Cristiane Ianagui Matsumoto Gago, William Roberto Crestani, Thiago Teno and Fernando T L Pacheco Di Francesco 1 I INTRODUCTION One of the key issues in Brazilian employment law is that of employment status. Broadly speaking, individuals can be classified as employees or independent contractors. Employees have some statutory rights and protections that are denied to other workers. The rights and duties of employers and employees are set out in two main documents: the 1988 Federal Constitution and the 1943 Consolidated Labour Laws. Collective bargaining agreements, specific laws on certain matters and labour court statements can also establish rights and obligations. Court decisions, albeit relevant, do not create binding precedents as in the UK and other common law countries. To better understand and interpret the statutes listed above, it is necessary to bear some principles in mind. Under the Brazilian employment system, all benefits or privileges granted by the employer in an ongoing manner to its employees become part of employee work conditions and, consequently, of the employment contract itself. As they are vested rights, these conditions cannot be modified, removed or reduced unilaterally by the employer in a manner detrimental to employees, even upon the employees consent. In addition, salary reduction is prohibited. This chapter will focus on executives hired in Brazil as employees of local entities, in accordance with local laws. Consequently, our comments except those in Sections V, VI and VII do not apply to executives hired as independent contractors or under no employment relationship. 1 Anna Thereza Monteiro de Barros and Cristiane Ianagui Matsumoto Gago are partners, William Roberto Crestani and Thiago Teno are senior associates and Fernando T L Pacheco Di Francesco is an associate at Pinheiro Neto Advogados. 53

3 The term executive will encompass the members of the board of directors and of the executive office of a Brazilian joint-stock company, as well as the senior managers of a Brazilian limited liability company. The term expatriate for the purpose of this article means the foreigner working as an employee for a Brazilian company. II TAXATION i Income tax assessed in Brazil Payments made by the company as part of the executives compensation are subject to the withholding income tax (IRRF) according to the progressive rates indicated in the chart below, which applies for 2015: Tax base (reais) Rate (%) Amount to be deducted from the income tax (reais) Up to 1, From 1, to 2, From 2, to 3, From 3, to 4, Over 4, In that case, the Brazilian company (paying source) will be responsible for withholding and collecting the IRRF due by the executive. The IRRF amounts in this case will also be treated as an advance payment of the total tax liability that will be ascertained on the individual s annual income tax return, which should be filed between 1 March and 30 April of the following year. When it comes to foreign executives working in Brazil (generally called expatriates), the tax residency rules should be observed in order to determine the correct income taxation. As a general rule, the applicable laws establish that the Brazilian tax residency status will be obtained by the executive in the following situations: a if the expatriate enters the country with a permanent visa, he or she becomes resident for tax purposes at the date of his or her arrival; b if the expatriate enters the country with a temporary visa for working purposes, he becomes resident for tax purpose at the date of his arrival. Such visa is applicable if the expatriates enters Brazil under an employment contract; and c in all other situations, the expatriate will become a tax resident in Brazil only after completing 183 days, whether consecutive or not, of residence in Brazil, within a period of up to 12 months. Once the expatriate is considered to be a tax resident in Brazil, income tax will be assessed according to the progressive rates described above and the company will have to withhold the income tax on any compensation paid to such expatriate. Nevertheless, if the expatriate is not yet a tax resident in Brazil, the income tax will be assessed at a flat rate of 25 per cent calculated over his or her compensation paid in Brazil. Again, the source will be responsible for withholding the income tax due. 54

4 For non-tax residents, Brazilian income tax will only be assessed if there is a connecting factor. In practical terms, there are two main connecting factors that could trigger the taxation of non-residents in Brazil: the payment is made by a Brazilian source or the capital gain is derived from an asset located and sold in Brazil. Moreover, Brazilian tax residents are taxed on a worldwide basis, which means they should pay the income tax on any income and capital gains earned in Brazil or abroad from the moment they became tax residents. Capital gains earned by an executive in Brazil or abroad will be taxed at a 15 per cent rate calculated over the gain. 2 Any income earned by tax residents in Brazil from foreign sources, whether or not remitted to Brazil, is subject to income tax, which is also levied at the progressive rates indicated above. In that case, the Brazilian individual will be responsible for paying income tax due through a monthly payment voucher provided by the Brazilian Federal Revenue. Payment must be made until the last business day of the month following that in which the income was earned. The income tax paid via such payment vouchers is treated as an advance on the income tax due by the individual at the end of the year and must be computed into his overall tax liability in the individual s annual income tax return. Additionally, note that an individual residing in Brazil for tax purposes is allowed to offset the income tax paid in a country with which Brazil has signed an agreement to avoid double taxation or an agreement recognising the reciprocity of treatment. It is important to highlight that such benefit is allowed only if the income tax paid abroad has not been set off or refunded in the country of origin. In general, only federal income tax paid abroad in such countries could be used as credit in Brazil, thus excluding any income taxes paid to states, provinces, municipalities or other local governments. Finally, it should be highlighted that dividends received from foreign-based sources, unlike the dividends paid by Brazilian companies, are not encompassed by the income tax exemption. As a result, the dividends paid by foreign-based sources will also be subject to income tax at progressives rates from zero to 27.5 per cent. ii Deductibility of expenses Generally, the deductibility of expenses incurred by legal entities in Brazil are allowed whenever the expense is considered to be necessary, usual and regular for the maintenance of the activities of the company. Additionally, the expenses must be effectively paid and reported in appropriate documentation. Considering such requirements, as a rule the compensation paid by a Brazilian company for executives as a result of work performed for such company can be deducted from the calculation basis of corporate income tax and the contribution on net profits ascertained according to the real profits system. 2 As a general rule, the capital gains earned by the Brazilian employees are tax-exempt when the sale price for assets is equal to or less than 35,000 reais (Law 9,250/95, as amended), except for shares traded in the Brazilian Stock Exchange market in which the limit is reduced to 20,000 reais. 55

5 However, any fringe benefits granted to the executives that are not necessary to perform the work will not be deemed as deductible expenses for the purposes mentioned above. Also, compensation owed to the executive must be paid by the Brazilian company and it cannot be reimbursed by any foreign source to which the executive may be related. Otherwise, the deductibility of such expense could be questioned by the local tax authorities. iii Social security contributions assessed in Brazil Social security in Brazil is financed by the entire society directly and indirectly, through resources of the Union, the states, the Federal District, the employee contributions and employer contributions levied on the payroll and other labour income paid or credited in any capacity, to an individual who provides your service even without employment relationship, the income or revenues; and profit, under Article 195 of the Federal Constitution of In view of this, Brazilian companies are subject to payment of the following social security contributions: a payroll contribution assessed at a 20 per cent rate calculated over the compensation paid to the employee; b the contribution to the Workers Accident Insurance to finance the payments made under the Brazilian Social Security systems in view of accidents occurred during a period of work. This is assessed over the employee s compensation at a rate ranging from 0.5 per cent to 6 per cent, depending on the kind of activity performed by the company and its index of the Accident Prevention Factor (FAP); 3 c the contribution to third parties 4 assessed over the employee s compensation at a total rate ranging from 2.5 per cent to 5.8 per cent, depending on the kind of activity developed by the company (commerce, industry, services, etc.). According to the provisions of specific legislation, companies are only required to pay social security contributions on amounts of a remuneration nature, paid regularly and in consideration for work performed. Thus, social security contributions should only be assessed on the compensation paid to the employee in return for work provided, whatever the form or method of payment adopted, excluding indemnification payments not directly related to work performed, but rather to a restoration of equity because of an injury or a right established by the labour law. Also, payments made employees listed in article 28, paragraph 9, of Law No. 8212/91 are exempt from the social security contributions. Additionally, as from 2012 Law No /2001 determined for some companies in specific areas of business the substitution of the payroll contribution of 20 per cent 3 The FAP is established individually to each company by the Brazilian Social Security Ministry according to the level of work accidents at the company and other relevant information. 4 SESI, SESC, SEST, SENAI, SENAC, SENAT, INCRA, SEBRAE and Education Allowance. 56

6 indicated above by a contribution assessed on gross revenue earned by the company at a rate ranging from 1 per cent to 2 per cent. 5 From the employee s standpoint, when paying the compensation, the company must deduct the social contribution owed by the individual himself as insured employee and transfer it to the Brazilian Social Security Institute (INSS) for the purposes of financing his future retirement before the Public Social Security System in Brazil. The social security contribution owed by the employee ranges from 8 per cent to 11 per cent, depending on his or her monthly salary, as per the chart below (valid for 2015). However, these contributions are capped at reais for compensation higher than 4, reais: Compensation amount Rate % Up to From 1, to 2, reais 9 From 2, to 4, reais 11 Expatriates seconded to Brazilian-based companies operating under Brazilian laws and hired as employees in Brazil, even if earning part of their compensation abroad in foreign currency, must also be enrolled under the INSS as insured employees and they will be subject to the same social security taxation described above. As per Article 30, IX, of Law 8212/91, companies of the same economic group are jointly liable for social security obligations. Thus, even if the expatriate is allocated to another company of the group abroad, the Brazilian company where he or she is working as an employee may be held liable for payment of the social security contribution assessed over the compensation paid abroad. Note that the social security authorities may, under a detailed inspection, request information on the payments made abroad on behalf of the expatriate, in view, as well, of the existence of the immigration enrolment card for obtaining the temporary visa to work in Brazil, in which there is a specific blank space for this type of statement. Finally, Brazil has signed international social security agreements with the following countries: Argentina, Belgium, Bolivia, Canada, Cape Verde, Chile, Ecuador, France, Germany, Greece, Italy, Japan, Luxembourg, Paraguay, Portugal, Spain and Uruguay. The referred international social security agreements are designed to guarantee social security entitlements to the insured and their dependants of the agreement countries. The agreements are based on reciprocity between the social security systems, that is, the periods of insurance and contribution to the social security of the destination state (place where the services are rendered) will be computed for concession of the benefit in the state of origin and vice versa. As a rule, those international social security agreements establish that a transferred worker is subject to the law of the state of destination (service-rendering locality). Some 5 The Brazilian Congress approved a bill of law in 19 August 2015 to raise the rates to 4.5 per cent. 57

7 of the agreements, however, provide that the transferred worker will be subject to the law of the state of origin by obtaining a temporary relocation certificate (CDT). In that situation, with the issuance of the CDT by the state of origin in the name of the transferred worker, on general lines, the Brazilian company (service-rendering locality) will not be required to pay the employer s social security contribution or to deduct the contribution payable by the insured employee (expatriate). iv Tax planning and other considerations With concern to tax planning in Brazil, the local tax authorities have been increasingly trying to apply the substance-over-form approach in the past years. For which reason, the tax authorities might allege that any structure created with the only or main purpose of saving taxes and social security contribution or concealing an actual employment relationship, with tax, social security and labour consequences, could be challenged by those authorities. Therefore, it is commonly recommended that any tax planning, including that affecting employees remuneration, should be previously analysed on a case-by-case basis to verify if it has an adequate business purpose and economic substance to justify it and, thus, mitigate the risk of being questioned by the competent authorities, with additional penalties and interest. Nonetheless, there are some alternative forms of remuneration used by companies in Brazil that are provided by law and generally accepted by the tax authorities if certain requirements are met, such as the Stock Options and the Profit Sharing Plan. If duly used, those alternative methods could help the company to achieve more favourable tax and social security treatment in Brazil. IV EMPLOYMENT LAW Executives hired as employees are entitled to the same labour rights as any other employees of the company, regardless of position or compensation. A list of mandatory rights granted to employees applies under the law. Such rights cannot be opted out, reduced or removed, even if the executive would expressly request so. If internal policy rights are more generous to employees, these must prevail. The main mandatory rights held by employees in Brazil are: a b c d Wages: payable monthly. Vacation: 30 calendar days per year of work, which may be split up into two periods of at least 10 days each (there are no carry-over limits). Furthermore, employees are entitled to a payment equivalent to one-third of their salary as vacation bonus. Executives cannot enjoy periods shorter than 10 consecutive days, even if they so require. 13th-month salary (Christmas bonus): employees are entitled to an additional month s pay in December of each year. Notice: in case of termination without cause, the executive is entitled to at least a 30-day prior notice plus three days per year worked, capped at 90 days (after 20 years of work). 58

8 e f Work time: as a general rule, executives are said to hold a position of trust and, thus, are not subject to work-time control. Unemployment Guarantee Fund (FGTS): every month the employer must deposit 8 per cent of the executive s salary in a blocked bank account in the name of each executive on top of their salary. Employees (including executives) are entitled to other mandatory rights including the public social security system and collective bargaining agreements. These rights extend to all employees, regardless of their position. A foreign executive hired as an employee is entitled to the same mandatory rights as a local employee. There are several kinds of visas and work permits for foreign workers in Brazil, the most suitable of which should be determined on a case-by-case basis. i Non-competition and non-solicitation There is no specific legislation dealing with those issues. Under the Federal Constitution, citizens have the right to freely engage in any kind of work, position or profession, provided that they meet the minimum qualifications prescribed by law. Therefore, an employment contract or clause limiting an employee s professional freedom runs the risk of being challenged. Nevertheless, legal writings and court precedents have increasingly acknowledged that if an employer indemnifies its employees for their non-competition and non-solicitation commitments, these are held valid on the following conditions: a Reasonable duration: A reasonable time should be set for the non-competition covenant, such as, for instance, one year after termination of employment. Although law is silent in this respect, an all-too-long non-competition covenant could be challenged on the constitutional grounds stated above. However, depending on the position and activities performed by the executive, a longer period may be negotiated (generally capped at 24 months). b Payment of an indemnity: Despite the absence of specific legislation, both legal writings and court precedents hold that a non-competition or non-solicitation covenant can only survive termination of employment if employees are indemnified accordingly. As an usual market practice, the employee is paid one monthly salary per month of non-competition and non-solicitation commitment. Court precedents tend to accept this amount. c Territorial limitation and competing activities: According to legal writings and court precedents, a territorial limit should be put on the obligation to be assumed by employees or the activities held to be competitive must be defined accurately. The territorial limit must be reasonably established on a case-by-case basis as regards the position held by the executive. An employee who breaches any such covenants is subject to the general penalties prescribed by law, such as criminal liability for unfair competition, redress for damage, and restitution of the indemnity received during the period of breach. In practical terms, a non-competition or non-solicitation clause does not prevent employees from working for competing companies or from soliciting their colleagues if they are not paid or 59

9 else refund the corresponding indemnities. Therefore, if an executive either refuses or pays back the indemnification, he or she will be allowed to compete against the former employer but an attractive indemnity could perhaps fulfil its intended purposes. The concept of gardening leave is not applicable in Brazil, and an employer must not require an executive to stay at home without working. This could raise several issues, including discussions about the deadline for payment of severance package (and a potential fine in case of delay), as well as allegations of injury to feelings owing to discrimination. ii Dismissal of executives In Brazil, the rules for terminating an employee are the same for all employees, regardless an executive position. In general, employment is at will, that is, either the employer or the employee can terminate at any time and for any or no reason, upon proper notice. This is known as termination without cause. The employer can also dismiss an employee outright, without notice, on specific grounds related to misconduct. This is known as termination with cause. Neither poor performance nor a change in control are viewed as cause for termination. Similarly, the employee can resign outright (that is, without notice) on specific grounds, such as the employer s failure to meet its contractual obligations. In either case, the executive is entitled to the mandatory severance package (which varies depending on how the contract was terminated). V SECURITIES LAW The matters addressed in this section only apply to Brazilian publicly-held companies, and are subject to the provisions established in the Brazilian Corporation Law and in certain rules issued by the Brazilian Securities Commission (CVM). As a general rule, the offering of securities (in Brazil or abroad) to executives is not subject to any registration or filing requirements. Said offering, however, must be made privately to avoid its treatment as a public offering, which would then require prior registration with the CVM. Brazilian law does not define private offering. Consequently, a private offering is whatever would not characterise a public offering under CVM Ruling 400 of 2003, thus dispensing from prior registration with the CVM. Moreover, adopting a stock option plan or other remuneration in shares sponsored by a local entity is a material fact that must be informed by the company to the CVM and to the public under CVM Ruling 358 of Implementing a stock option plan that leaves the time of exercise at the exclusive discretion of its participants constitutes an abuse of controlling power under CVM Ruling 323 of Trading in company stocks by insiders is subject to the restrictions set forth in CVM Ruling 358 of In short, executives cannot engage in securities trades if: a they have access to insider information, until the respective material fact or event is publicised; 60

10 b c d e they leave the company s management before public disclosure of a fact or dealing initiated during their term in office until six months after severance; a takeover, full or partial split, merger or reorganisation involving the company is intended; there is an ongoing acquisition or sale of company shares by the company itself, its subsidiaries, affiliates or other companies under common control, or an option or mandate is granted for such purpose; and during 15 days before disclosure of the company s quarterly or annual statements. Adopting a trading policy is optional. This measure, however, is interesting for companies considering incentive programmes for their executives (such as stock option plans) especially because, if such policy is duly approved, the prohibitions referred to in items (a) to (d) above will not apply. CVM Ruling 358 of 2002 establishes a few other exceptions to the prohibitions above. Under the Brazilian Corporation Law, upon signing the investiture instrument, executives must declare the number of shares, warrants, options to buy shares and stock convertibles issued by the company, by a controlled company or by an affiliate, which they own. At the request of shareholders representing 5 per cent or more of the corporate capital, executives must disclose certain information at the annual general meeting, such as: (1) the number of securities issued by the company or by a controlled or affiliate company, which they acquired or sold (directly or indirectly) during the previous fiscal year; (2) the stock options acquired or exercised during the previous fiscal year; (3) the indirect benefits that they have received or are receiving from the company and from controlled or affiliate companies; and (4) the conditions of employment existing between the company and its executives and key employees. Those disclosure requirements extend to members of any other technical management or advisory body. In addition, CVM Ruling 358 of 2002 establishes that executives and members of any other technical management or advisory body must notify the company about the ownership of and trading in securities issued by the company or by its controlling or controlled companies (the latter two, only if they are publicly held). Such notice must include the securities owned by their spouses, partners, any dependent included in their annual income tax return and by companies they directly or indirectly control, and be sent to the company within five days from each trade, on the first business day after investiture, and when submitting the documents for the company s registration as a publicly held company. The company will then pass on such information (on an individual basis, and consolidated per corporate body) to the CVM, and if applicable, to the securities exchange or organised over-the-counter market in which the company securities are admitted for trades, within 10 days from the end of the month in which any change in positions occurred, or the month in which the aforementioned individuals took office. Only the group consolidated information will be made available to the public. As a general rule, Brazilian securities law does not affect a company s ability to cash out stock options or other forms of equity remuneration. CVM Ruling 390 of 2003, 61

11 however, establishes certain limitations applicable to transactions involving treasury shares. In Brazil, nothing prevents an executive from holding stocks of their employers, and there are no specific rules on short swing-trading or anti-hedging applicable to executives. The treatment of stock options and other non-cash awards paid to executives as compensation has long been a bone of contention in the labour, social security and tax spheres, as mentioned before. For such reason, local HRs and councils should carefully analyse this issue before implementing such policies in Brazil, especially from the tax, social security and labour perspectives. VI DISCLOSURE Only publicly held companies are subject to public disclosure requirements with respect to remuneration of executives. Remuneration of executives must be reported in the information statement termed formulário de referência, which is an electronic document containing all specifics set out in CVM Ruling 480 of Publicly held companies must deliver an annually updated information statement within five months from the end of each fiscal year. The following remuneration information must be disclosed, among other details: a a full description of the policy or procedure adopted for compensation of corporate bodies; b the compensation of executives broken into specific details (fixed and variable compensation, termination and post-employment benefits and stock-based compensation); c the number of shares or membership units directly or indirectly held by executives in Brazil or abroad, including other securities convertible into shares or membership units issued by the company, its direct or indirect controlling persons, controlled entities or companies under common control, on the closing date of the last fiscal year; d details of the current pension plans available to executives; e the highest, lowest and average individual compensation of executives for the latest three fiscal years; and f a full description of the contract arrangements, insurance policies or other instruments containing mechanisms for compensation or indemnification of executives in case of dismissal or retirement, stating the financial implications for the company. Remuneration data must be disclosed on a group basis only. There is no materiality threshold. As mentioned in Section V supra, the conditions of employment agreements between the company and its officers and key employees may be disclosed at the annual general meeting upon request of shareholders representing 5 per cent or more of the corporate capital. 62

12 As the annual remuneration of executives (payable to directors and officers) is decided at the annual general meeting of shareholders (refer to Section VII, infra) and the corresponding minutes of meeting must be filed with the board of trade (public record), such information becomes available to the public. This specific matter applies to publicly held and closely held companies alike. VII CORPORATE GOVERNANCE Except for the rules mentioned in Sections V and VI supra as applicable to publicly held companies only, corporate governance matters refer to both publicly and closely held companies. Under the Brazilian Corporation Law, the aggregate or individual amount of executive compensation, including benefits of any kind and representation allowances, must be approved by the annual general meeting, taking into consideration their responsibilities, the time devoted to their duties, their skills and professional standing, and the market value of their services. In practice, however, the by-laws of a joint-stock company normally establish that the annual general meeting must approve the aggregate compensation, for further allocation among executives (directors and officers) by the board of directors. Moreover, companies usually give other benefits to executives, such as compensatory sums for loss of position. For the CVM, 6 any indemnification amount (or other benefit in remuneration package) due to executives is regarded as a compensation and, as such, its value should be added to the overall compensation submitted to the annual general meeting. Despite the lack of specific provisions on claw-back or recoupment of remuneration, executives may be held personally liable for losses caused to the company on account of gross negligence or wilful misconduct, or else by non-fulfilment of obligations established by law or under the company s by-laws. VIII SPECIALISED REGULATORY REGIMES Generally speaking, the rules applicable to executive compensation are not industry-specific. As noted above, however, specific requirements may apply in certain circumstances. Executives of financial institutions must have their variable compensation deferred for payment during a period of three years. To that end, financial institutions are required to implement and maintain management compensation policies that are consistent with risk management practices and observe other subjective and objective criteria. In general terms, these rules seek to ensure that compensation policies are commensurate with acceptable levels of exposure. The compensation of executives in charge of internal controls and risk management, for instance, cannot be pegged to performance (to avoid conflicts of interest). 6 CVM Punitive Administrative Proceeding No. 2008/

13 Within this context, any amount paid to a foreign executive providing services in Brazil in whatever industry and employed by a local legal entity, even if paid abroad, is taken into account for the calculation and payment of labour entitlements (13th salary, vacation pay, FGTS contributions). From a labour perspective, the fact that compensation is paid abroad by a foreign company is irrelevant because, in Brazil, the concept of economic group as sole employer is far-reaching and justifies the payment of labour entitlements based on the global sum. To that end, companies belonging to the same economic group are jointly and severally liable for labour obligations attributable to the group. IX DEVELOPMENTS AND CONCLUSIONS The employment environment in Brazil is clearly very much regulated. This may pose some difficulties and challenges for international legal and HR executives, who are increasingly involved with issues and disputes revolving around Brazilian employment law. Like any other employee, executives are subject to little or no flexibility in relation to their mandatory employment rights. As explained above, issues related to mandatory vacation are an ongoing source of conflict between executives and employers. Similarly, tight-knit income tax and social security regulations give only a little leeway for alternative tax planning structures, which explains why more sophisticated compensation structures are still an incipient practice here when compared to other countries. Moreover, some matters such as long-term incentive plans (non-cash awards) and worldwide international stock-option and profit-sharing policies for executives must be reviewed and oftentimes reshaped to fit in the Brazilian environment to avoid significant tax, social security and labour liabilities for employers. This situation is not expected to change dramatically in the short run. Therefore, international legal and HR directors must work closely with local advisers to make sure that the compensation structure for their Brazilian executives is in line with local laws and unlikely to result in liabilities for the group. From a corporate perspective, however, there is a trend towards greater transparency in relation to executive remuneration in Brazil. Although publicly held companies and their executives initially clamoured against CVM Ruling 480 of 2009 making disclosure of executive compensation mandatory, there is mounting acknowledgment of the benefits that this measure has brought to the market and to publicly held companies themselves. 64

14 Appendix 1 ABOUT THE AUTHORS ANNA THEREZA MONTEIRO DE BARROS Pinheiro Neto Advogados Anna Thereza Monteiro de Barros is a partner in the employment sector of Pinheiro Neto Advogados office in São Paulo and has been at the firm since Her field of expertise is labour law. She holds an LLB degree from the University of São Paulo (1986). CRISTIANE IANAGUI MATSUMOTO GAGO Pinheiro Neto Advogados Cristiane Ianagui Matsumoto Gago is a partner in the social security department of Pinheiro Neto Advogados office in São Paulo and she has been in the firm since Her field of expertise is pensions and social security. She holds an LLB degree from the São Paulo Catholic University (PUC/SP) (2003) and an LLM degree in social security and private pension plans from PUC/SP (2007). WILLIAM ROBERTO CRESTANI Pinheiro Neto Advogados William Roberto Crestani is a senior associate in the tax and social security areas of Pinheiro Neto Advogados office in São Paulo (since 2004). His fields of expertise are tax, social security and customs law. He holds an LLB degree from Mackenzie University (2006), a major in taxation from Fundação Getulio Vargas Fundação Getulio Vargas (FGV)(2009), major in international taxation from Northwestern University in Chicago (2014) and an LLM degree in taxation from FGV (2015). THIAGO TENO Pinheiro Neto Advogados Thiago Teno is a senior associate in the employment area of Pinheiro Neto Advogados office in São Paulo (since 2002). His fields of expertise are labour and employment. He holds an LLB degree from the University of Sao Paulo ( USP/SP) (2005), major in human resources from Fundacao Getulio Vargas (FGV) (2009) and an LLM degree in employment law 317

15 About the Authors from King s College London (KCL) (2011). He was an international associate at Wragge & Co s employment team in FERNANDO T L PACHECO DI FRANCESCO Pinheiro Neto Advogados Fernando T L Pacheco Di Francesco is an associate from the corporate department of Pinheiro Neto Advogados office in São Paulo (since 2007). He is a member of the São Paulo section of the Brazilian Bar Association (since 2010) and collaborator member of the capital market and corporate governance special committee from the São Paulo Bar Association (OAB/SP) (2012). His fields of expertise are corporate law and M&A. He holds an LLB degree from the São Paulo Catholic University (PUC/SP) (2009) and an LLM degree in Corporate Law from the Institute of Education and Research INSPER (2014). PINHEIRO NETO ADVOGADOS Rua Hungria Sao Paulo Brazil Tel: / / / / Fax: atmbarros@pn.com.br cmatsumoto@pn.com.br wcrestani@pn.com.br tteno@pn.com.br ffrancesco@pn.com.br 318