I'm not going to tell you this problem is solved. Parts of it are still under way. What I can show you is how we kept the boat from sinking, and the two people who did the work of tax counsel on this file, Barbara Pommê Gama and her partner Adrian Ferreira, are writing part of this piece themselves. This isn't a story about how we fixed something. It's the methodology behind a decision, told by the people who built it with me.
The debt built up slowly, then the pressure didn't
Brazil went through the same digitalization most countries did over the last two decades, and tax enforcement changed with it. Before that shift, things moved slowly. Once the authorities had digital visibility into who owed what, the pressure on debtors became direct in a way it hadn't been before.
When I inherited control of the company in 2014, the group was carrying a tax debt across federal, municipal, and state levels that had built up over years. From 2014 until the pandemic, I couldn't do much about it. Cashflow was tight, the debt was close to ten times the group's total annual revenue, and I had no way to pay it down through real estate or tax-loss credits. This is the story of how we worked through R$390 million (USD 70 million) of that debt.
The pandemic was the moment to deal with all of it
When the pandemic hit, that became the moment to address everything: not just the tax debt, but the full picture. Total group liabilities were roughly R$1.4 billion (USD 250 million). The tax debt itself, R$390 million (USD 70 million), was one part of that total, but it was spread across every level of government, federal, municipal, and state, which made it harder to build one unified, coherent strategy.
The group filed for judicial recovery. For the plan to be approved, we had to deal with a law that had just changed: one that allowed the tax debt to be negotiated directly with the authorities instead of being handled outside the proceeding. On the corporate law side, that change came with Law 13.988/2020, which created a formal tax transaction mechanism, including one specifically for companies already in judicial recovery. It allowed payment terms of up to 120 months and reductions of up to 70% on fines, interest, and charges.
This was one of the main reasons to enter the recovery procedure. But there was no turning back. Once you're in, you have to see it through to the end.
With complete personal legal exposure. Alone. It's the kind of thing you can only do once in a lifetime.
Pressure from the hotel lawsuit
Through all of this, a separate legal action tied to the Maksoud Plaza hotel, one of the group's most important verticals, was pulling on the same rope. That legal action went back further than the tax negotiation itself. In 2011, before I inherited control, the building where the hotel stood, owned by the group, had been placed under legal action to pay debts of the holding company. Liquidity was being withdrawn during our negotiation with the tax authorities, adding real pressure on top of the tax debt itself.
I was negotiating with the bidder, and Barbara told me: "I need to know what is happening. You need to trust me so I can help." That was one of the most important parts of our relationship in solving the whole problem.
It's funny, she told me afterward that this was the first time she had done this for a company in judicial recovery. I would have chosen to work with her anyway, especially because she was firm with me about what was happening.
We were dealing with the negotiation with the bidder, the negotiation with the tax authorities, the pandemic, and liquidity, all at the same time. That's a lot of moving parts.
The meeting where it almost stopped there
I remember a heated meeting, a room full of lawyers. One young associate and her tax-specialist partner were direct in a way the others weren't. Their point: under judicial proceeding, nothing acts against you automatically, but the law had just changed in a way that worked against companies newly entering judicial proceedings.
When Law 13.988/2020 came into force, we had to start thinking differently. At Amber Tax Partners, we saw an opportunity to apply our background through a new lens: how does this law change judicial recovery proceedings, and how do tax counsel who had never been part of this discussion suddenly become central to it?
Barbara Pommê Gama on the negotiation
Barbara Pommê Gama, Tax Counsel PartnerLawyers, financial advisors, and especially entrepreneurs had spent their whole careers trained to fight tax authorities. Law 13.988/2020 introduced a completely new ecosystem. Convincing them that the era of fighting was over was hard. Explaining why was harder: if you kept fighting, you would lose.
In Brazil, tax debts were the last concern for companies in judicial recovery, because the Superior Court of Justice (STJ) had settled the view that, without a legally reasonable way to resolve these debts, they would not affect the recovery proceeding.
Our position was clear: the new law had created a legally reasonable tax debt program, the first of its kind, and we had to use it. Otherwise, the STJ's case law would likely shift. Once a formal tax program existed and wasn't used, tax debt would become a real problem during the recovery proceeding, because tax authorities would then be allowed to request freezing orders and seize money online that was already earmarked for other creditors.
Because Law 13.988/2020 only regulated federal debts, that's where we started. Requesting a meeting with federal prosecutors to discuss a friendly, consensual resolution was a first, not just for us as tax consultants, but for them too. At some point in that first meeting, where the formality was through the roof, one prosecutor made a joke: none of us really knew what we were doing, so maybe we should put the formalities aside. That moment mattered. It's what allowed us to actually launch negotiations that lasted almost a year.
We used basic negotiation techniques, but the most important one, I'd argue, was honesty. Because everything was so new to everyone, showing that Maksoud genuinely wanted to close the deal, and genuinely understood the importance of the negotiation, changed everything. Eventually, we were able to demonstrate that the group needed the maximum discount and the longest installment plan available. That plan didn't just run the legal maximum of 120 months. It also used alternating, staggered installments structured around our projected cash flow.
After the federal deal was signed, the hotel lawsuit reached a resolution, and close to R$52 million (USD 9.3 million) was directed to federal authorities, fully paying off the social security debts we had negotiated. To the best of my knowledge, the group became the first taxpayer to actually pay off an individual federal tax deal under Law 13.988/2020.
Because we had built a clear, honest path of negotiation with federal tax authorities, we've been able to keep designing solutions with them for the group's other federal debts, right up to today. I consider the Maksoud case one of the most successful federal negotiations of my career.
Where it stands
This piece isn't finished, because the process isn't finished. Right now, we're negotiating the sale of a large real estate asset, together with the tax loss carryforward tied to it, to pay down the remaining debts. That part is still under analysis today.
Looking back, it was never just about settling a debt. This is a story about friendship, and learning to grow together.
A conversation
If you are in that seat now
Maybe you saw yourself in this. Or someone you know.
I sat in the owner's chair for twelve years, and nobody sat next to me. Now I sit next to owners who carry the last decision.
It starts with one conversation. You tell me where you are. I tell you honestly if I can help. If I cannot, I will tell you that too.
It stays between us.