The practice covers acquisitions and disposals of equity interests and assets, mergers, reorganizations, joint ventures, and private equity and venture capital investments. Structuring considers each investor’s role, funding sources and how the transaction will affect businesses that continue to operate during implementation.
Due diligence needs to inform negotiation. Liabilities, contractual restrictions, asset ownership and regulatory requirements are assessed against pricing, closing conditions and risk allocation. Representations and warranties, indemnities, purchase price adjustments, earn-outs and retention arrangements are negotiated as parts of the same transaction.
For publicly held companies and groups with institutional investors, the work extends to governance, corporate approvals, directors’ duties and matters before the CVM, Brazil’s securities regulator. Advice considers how corporate decisions and market disclosures affect controlling and minority shareholders, coordinating with other advisors where a transaction involves more than one jurisdiction.
The work also considers what follows closing: integration, continuing commitments, exercise of contractual rights and disagreements between the participants. The transaction documents need to identify who is responsible for outstanding obligations, their deadlines and the arrangements for monitoring performance.
In shareholder disputes, strategy starts with the documents and the interests involved. The assessment of negotiation, mediation, arbitration or court proceedings considers evidence, urgency, business continuity and the terms needed for an enforceable settlement. The approach depends on the client’s legal position and objectives.
Scope of Work
- Equity and asset acquisitions, reorganizations and joint ventures.
- Private equity, venture capital and investment agreements.
- Due diligence, pricing, closing conditions and indemnification.
- Shareholders’ agreements, governance and controlling/minority interests.
- Publicly held companies and regulatory matters before the CVM.
- Shareholder disputes, negotiations and post-closing obligations.
In Practice
What does due diligence change in a negotiation?
Findings should inform decisions on price, warranties, indemnities and closing conditions. The legal review connects each risk to the proposed transaction and to the documents allocating responsibilities among buyers, sellers and investors.
For an Initial Discussion
For an initial discussion, describe the transaction, the parties, the stage of negotiations and known deadlines. Indicate whether a letter of intent, confidentiality agreement or corporate documents are already available.
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