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  • Biodiversity in Corporate Compliance

    Biodiversity in Corporate Compliance

    The New Frontier of Compliance

    Environmental preservation and the corporate world are increasingly interconnected. Today, biodiversity has definitively become part of corporate compliance structures. This shift reflects growing market demand for more rigorous governance practices aligned with contemporary environmental challenges.

    Pressure for Transparency and Risk Management

    Two main drivers are steering this corporate transformation: the Global Biodiversity Framework and the TNFD (Taskforce on Nature-related Financial Disclosures). Both exert pressure on the private sector, requiring organizations to adopt proactive, structured approaches toward the environment.

    The primary demand centers on the need for greater transparency in corporate operations. Companies are urged to clearly demonstrate how their activities interact with nature. Furthermore, there is growing demand for efficient risk management capable of identifying and mitigating potential financial and operational exposures linked to biodiversity.

    Impacts on Corporate Governance

    Incorporating biodiversity into compliance means environmental risk management is no longer a secondary issue, moving to the core of governance strategies. For executives and investors, understanding the guidelines of the Global Biodiversity Framework and TNFD standards is essential for business sustainability.

    Organizations that map these pressures strengthen their compliance structures and demonstrate a commitment to transparency—factors closely evaluated by commercial partners and foreign investors in today’s market landscape.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • STF: Votes Establish Court Order as the Rule for IP Data Access

    STF: Votes Establish Court Order as the Rule for IP Data Access

    The STF (Brazil’s Supreme Federal Court) is currently analyzing the rules governing requests for IP (Internet Protocol) data. In recent votes, Justices Zanin and Toffoli took the position that requiring a prior court order must be the general rule for accessing such information.

    The judicial authorization rule

    An IP address acts as an identifier for devices connected to the internet. Access to these records is a central issue for the operation of digital platforms and user privacy protection. According to the stance taken by Justices Zanin and Toffoli, any request for this data by public authorities must be preceded by judicial authorization.

    This guideline aims to establish strict control over information sharing, requiring technology companies to have judicial backing before providing their users’ connection data.

    Exceptions for urgent situations

    Although a court order is advocated as the standard, the votes delivered in the STF provide for exceptional situations. The justices indicated that, in urgent cases, IP data requests could be executed without prior authorization.

    However, this exception comes with an important safeguard: subsequent submission to judicial review. This means that, even when data is requested on an emergency basis, the action must be submitted promptly to the Judiciary for review and validation, ensuring legal scrutiny of the procedure.

    Practical impact on the technology sector

    The consolidation of this interpretation by the STF is relevant for investors and executives of digital platforms operating in Brazil. A clear definition of the general rule and its exceptions enables companies to structure safer internal compliance policies, standardizing the way they respond to requests from public authorities.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • STF Forms Majority on the Taxation of Controlled Foreign Companies

    STF Forms Majority on the Taxation of Controlled Foreign Companies

    The STF (Brazil’s Supreme Federal Court) has formed a majority vote in favor of taxing profits earned by controlled companies abroad. The ruling by the country’s highest court directly impacts how foreign earnings are treated under the Brazilian tax system.

    What the Decision Means

    In the corporate environment, “controlled foreign companies” are entities located outside Brazil whose operations and management decisions are directed by a parent company or partners residing in Brazil. The debate before the STF centers on levying taxes on profits generated by these foreign entities.

    By reaching a majority, the court indicates there are sufficient votes to uphold the collection of these taxes. This establishes an important precedent for tax inspection and the financial organization of multinational groups operating from Brazil.

    Impact on Investors and Companies

    For founders, executives, and investors with cross-border operations, the consolidation of this legal understanding requires careful attention. The taxation affects profit distribution and the overall tax burden of the economic group, especially in structures involving capital flows between Brazil and other jurisdictions.

    Monitoring the final developments of the trial is an essential step to understand the definitive tax payment rules and maintain the compliance of international operations.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • TJ-SP Annuls São Paulo Zoning Law Revision Due to Procedural Flaws

    TJ-SP Annuls São Paulo Zoning Law Revision Due to Procedural Flaws

    The São Paulo State Court of Justice (TJ-SP) issued a decision annulling the revision of the zoning map for the city of São Paulo. The judicial ruling directly affects urban planning and building rules in the city.

    Procedural violation

    The ground used by TJ-SP to invalidate the revision was a procedural violation. In a legal context, procedure refers to the formal and mandatory steps that must be followed to approve a legal rule. When the court identifies that this mandatory legal step-by-step process was not observed, the regulatory amendment can be annulled, regardless of its underlying content.

    Impacts on the real estate sector

    The zoning map is the central instrument that divides the city into areas and establishes land use and occupation rules for each of them, directly affecting the real estate and construction sectors. The annulment of its revision means that the proposed changes lose validity, requiring attention from investors, construction companies, and real estate developers that were planning or developing projects based on the new rules.

    The court’s decision reinforces the need for legal certainty and strict compliance with legislative and administrative procedures in matters of high urban impact.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • FTC Fines Companies over False AI Claims in Advertising

    FTC Fines Companies over False AI Claims in Advertising

    The Federal Trade Commission (FTC), the US consumer protection and antitrust agency, finalized settlements requiring a $930,000 payment from Cox Media Group (CMG) and two other companies. The measure resolves allegations that the companies deceived their clients by promoting a marketing service supposedly powered by artificial intelligence (AI).

    The false promise of active listening

    According to the FTC, the investigated companies claimed to offer a hyper-targeted advertising service based on a technology described as active listening. The sales pitch stated that artificial intelligence could capture consumer conversations through their smart devices, enabling localized ad targeting based on those discussions.

    The charges indicate that the service offering was doubly deceptive. In addition to promoting an audio monitoring capability that did not match the reality of the service provided, the companies also falsely claimed that consumers had expressly consented (opted in) to this type of tracking and ad targeting.

    Impacts on the digital advertising market

    The penalty imposed by the FTC highlights the risks associated with commercializing new technologies in the media and advertising sector. Promoting artificial intelligence tools requires accuracy, especially when commercial claims involve collecting user data and interacting with connected devices in private settings.

    For executives, agencies, and advertisers, the case underscores the importance of due diligence when evaluating marketing technology vendors. Claims regarding advanced audience segmentation capabilities must be technically viable and accurately reflect how data is actually collected and processed.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • Taxation of Foreign Controlled Entities: STF Reaches Majority

    Taxation of Foreign Controlled Entities: STF Reaches Majority

    The STF (Brazil’s Supreme Federal Court) has formed a majority to permit the taxation of profits earned by controlled entities abroad. The decision validates the application of Corporate Income Tax (IRPJ) and the Social Contribution on Net Profit (CSLL) on the financial earnings of these international subsidiaries maintained by Brazilian companies.

    The Case Under Review

    The trial consolidating this majority analyzes the status of Brazilian multinationals with operations abroad. The specific case examined by the Court involves the mining company Vale, which seeks to prevent the tax assessment on profits generated by its controlled subsidiaries located in Belgium, Denmark, and Luxembourg.

    Understanding the Taxation of Controlled Entities

    In the corporate context, the term controlled entities abroad refers to foreign companies whose decisions and capital are dominated by a parent company located in Brazil. The core issue before the STF was to determine whether profits generated by these companies outside Brazilian territory could be taxed by Brazilian tax authorities via IRPJ and CSLL.

    With the STF forming a majority, it consolidates the view that these earnings form part of the tax calculation base owed in Brazil. The measure directly impacts how major corporate groups structure and report their international operations.

    Impacts on Cross-Border Investment

    The decision marks a relevant milestone for governance and planning among companies holding direct investments abroad. Executives, founders, and investors in multinationals should note that maintaining corporate structures in other jurisdictions—such as the European countries cited in the lawsuit—will be subject to this tax collection directive established by the country’s highest court.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • Import Duty and the Limits of the Tax Reform

    Import Duty and the Limits of the Tax Reform

    The debate over the taxation of foreign consumer goods, popularly known in public discussions as the “blusinhas tax”, raises important questions about the scope of fiscal changes in Brazil. One of the central aspects of this discussion is the relationship between these products and the new fiscal rules under development.

    The limit of the tax reform

    The current tax reform proposes significant changes to the way consumption is taxed in the country. However, the Imposto de Importação (Import Duty, a federal tax levied on the entry of foreign goods into national territory) was left out of the main scope of this reform.

    This means that the rules and rates governing direct imports of products by end consumers were not altered or unified by the text of the tax reform itself, maintaining a dynamic parallel to the changes that will affect the domestic market.

    Asymmetry with domestic industry

    The exclusion of the Import Duty from the tax reform has a direct impact on competition in the Brazilian market. The main consequence is the persistence of an asymmetry between imported products and those manufactured by domestic industry.

    As local industry transitions to a new consumption tax system, the absence of a simultaneous revision of the Import Duty preserves an unbalanced scenario. Domestic companies continue to operate under a tax burden distinct from that applied to international shipments, which affects competitiveness and retail pricing.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • PIS/Cofins Tax Credits After 2027: Risks of the Tax Reform

    PIS/Cofins Tax Credits After 2027: Risks of the Tax Reform

    The Tax Reform Landscape and PIS/Cofins

    The current tax reform under discussion in Brazil brings profound changes to the business environment. For executives and foreign investors, a major point of attention involves the future of current taxes, especially regarding PIS/Cofins credits after 2027.

    PIS and Cofins are federal gross revenue contributions that historically allow the accumulation of tax credits, which companies use to offset taxes owed. However, the reform text presents specific challenges for taxpayers whose entitlement to these credits has been recognized through court decisions.

    The Absence of a Transition Rule

    The main risk identified at the current stage of the tax reform is a significant regulatory gap. To date, there is no clear transition rule for PIS/Cofins credits that have been judicially recognized and need to be utilized after 2027.

    Transition rules are legal mechanisms designed to ensure that the shift from an old law to a new one occurs predictably. The absence of this mechanism means companies lack exact guidelines on how, or whether, they can offset these accumulated amounts under the new framework.

    Legal Uncertainty for Companies

    The lack of definition regarding judicial credits after 2027 generates a scenario of legal uncertainty. For organizations, tax credits recognized by the courts represent significant financial assets. Uncertainty over their future utilization directly impacts financial planning and risk assessment for Brazilian operations.

    Without statutory clarity, companies face difficulties in projecting their long-term tax costs. Ongoing monitoring of the tax reform debates is essential so that businesses can adapt to potential solutions introduced to address this gap.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • Government Action Against Discord Focuses on Minor Protection

    Government Action Against Discord Focuses on Minor Protection

    The government filed an action against the communication platform Discord, alleging failures in protecting minors and vulnerable groups. The measure reflects the authorities’ increased attention to information security and access control in digital environments.

    Focus on Protection and Supervision

    The government action aims primarily to compel the platform to adopt stricter technical measures for user control. According to disclosed information, the government’s demands specifically require the implementation of:

    • Robust age verification mechanisms: to control access to platform areas and prevent the exposure of children and adolescents.
    • Parental supervision tools: to allow guardians to monitor and limit minors’ interactions within the digital environment.

    Impact on Technology Companies

    The requirement for age verification mechanisms and parental control demonstrates a strict approach regarding the operational responsibilities of digital platforms. For technology companies, the case highlights the need to integrate safety tools aimed at vulnerable groups, mitigating risks of state intervention and ensuring compliance with regulatory demands.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.

  • Provisional Measure Extends Drawback for Companies Affected by US Tariffs

    The Brazilian federal government published Provisional Measure (MP) 1,386 in the Federal Official Gazette (DOU), authorizing the extension of tax suspension deadlines under the special drawback suspension regime. The initiative, part of the Plano Brasil Soberano 3, aims to mitigate the impacts on Brazilian companies resulting from additional tariffs imposed by the United States.

    Under the new rule, companies with export commitments affected by these altered access conditions to the US market may obtain up to 12 additional months to fulfill their obligations. According to MDIC (Brazil’s Ministry of Development, Industry, Commerce, and Services), the measure aims to provide greater flexibility for companies to maintain sales to the United States or redirect products to new markets, preserving national export capacity.

    How the Drawback Suspension Regime Works

    The drawback suspension is a special customs regime designed to stimulate the competitiveness of Brazilian exports. It allows companies to purchase or import specific inputs used in manufacturing export-bound products with a suspension of the taxes levied on these transactions.

    In exchange for the tax suspension, the beneficiary company formally commits to exporting the final products within a timeframe specified in the concession act (ato concessório). In simple terms, the regime’s cycle involves government authorization, purchasing or importing inputs, manufacturing the product, and ultimately completing the export within the established deadline. MP 1,386 aims to assist companies facing difficulties in fulfilling this cycle due to the new trade scenario with the United States.

    Eligibility Criteria to Request the Extension

    The Provisional Measure establishes specific conditions for companies to request a deadline extension of up to one year. To be eligible, companies must meet the following main requirements:

    • Hold a drawback suspension concession act with an expiration date between July 22 and December 31, 2026;
    • Prove that the export commitment was directly affected by the additional tariffs imposed by the United States.

    Notably, the extension also covers intermediate manufacturer companies. These are businesses that use drawback to acquire inputs and manufacture parts or components that are subsequently supplied to another company responsible for manufacturing the final product for export.

    Economic Impact and Pending Regulation

    The drawback regime is one of the federal government’s primary foreign trade instruments. In 2025, companies using the suspension modality accounted for US$ 72.8 billion in exports, representing 20.9% of Brazil’s total exports during that period (US$ 348 billion). In total, 1,791 companies utilized the regime last year.

    The range of exports to the United States supported by the regime is diversified. Exported goods include wood products, worked stones, chemical products, doors, footwear, transformers, meat, furniture, as well as machinery and equipment.

    Despite the enactment of MP 1,386, the practical application of the new rules still depends on regulation by Secex (the Foreign Trade Secretariat) under MDIC. A forthcoming ordinance will define the procedure for submitting extension requests and list the documentation required to demonstrate the impact of US tariffs on company operations.

    The government clarified that the measure does not constitute a new revenue waiver and generates no budgetary or financial impact, as it applies to concession acts that had already been granted previously.

    Practical Considerations

    The deadline extension offers meaningful operational relief for exporting industries facing recent tariff barriers. Companies operating under the drawback suspension regime with expirations in the second half of 2026 should begin gathering data and records showing the impact of US tariffs on their supply and commercial chains, preparing for the requirements of the upcoming Secex ordinance.

    This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.