Corporate, M&A and transactions
We structure and negotiate the transactions that change the control, the capital or the governance of a company, and we act in the disputes that arise when the previous structure did not anticipate what came next.
What we do
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Purchase and sale of equity
Due diligence, negotiation of the agreement, representations and warranties, and the indemnity regime that supports the agreed price.
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Group reorganization
Mergers, spin-offs, consolidations and restructurings, with attention to tax effects and to the liabilities that pass to the acquirer.
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Relations among shareholders
Quotaholders' and shareholders' agreements, exit clauses, preemptive rights, tag-along and drag-along rights, deadlock resolution and board structuring.
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Commercial contracts
Supply, distribution, services, partnerships and confidentiality, with attention to indemnities, liability caps and dispute resolution.
Publications in this area
All publicationsWhen quotaholders are personally liable for a Brazilian company’s debts
Liquidation preference: how the clause works and how it applies in Brazil
Indemnity clauses in Brazilian share deals: binding between the parties, not against the tax authorities
Quorum in Brazilian limitadas: the statute changed in 2022, the articles of association may not have
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