The corporate and M&A practice area is dedicated to designing legal solutions for different matters and challenges of the corporate world, with emphasis on mergers and acquisitions, corporate law, governance and public companies, restructuring and insolvency, and strategic contracts.
• Coordination of legal due diligence, with focus on identifying relevant risks and contingencies in the context of the acquisition of companies and assets, with support of specialized professionals, as applicable.
• Analysis and proposal of corporate and funding structures for mergers and acquisitions, involving local or international financial transactions, setting up of investment vehicles, and restructuring of companies and assets.
• Drafting and negotiation of legal instruments for corporate restructurings and acquisitions, including investment agreements, purchase and sale agreements, shareholders’ and quotaholders’ agreements, put and call options, corporate documents, and other ancillary agreements.
• Assistance to investors, creditors, suppliers, and other potential stakeholders of companies in financial distress, in the context of judicial or extrajudicial reorganizations or bankruptcy proceedings, involving drafting, negotiation, and implementation of debt and capital restructuring, corporate reorganizations, asset sales and leases, contract renegotiations, credit recovery initiatives, enforcement of guarantees, among others.
• Assistance to local and international investors interested in financing or investing in financially distressed companies or companies facing insolvency procedures, as well as in bankruptcy estates, or in acquiring assets related to such companies, including non-performing loan portfolios.
• Modelagem de reorganizações societárias que possam proporcionar aos clientes, entre outros objetivos, ganhos de eficiência operacional, financeira ou tributária, aprimoramento nas práticas de governança corporativa ou segregação de ativos ou atividades, em preparação a operações de combinação de negócios e aquisições.
• Structuring of corporate reorganizations intended to achieve, among other objectives, operational, financial or tax efficiency gains for clients, improvements in corporate governance practices, or segregation of assets or activities, in preparation for merger and acquisition transactions.
• Preparation of contractual and corporate documents related to spin-off, merger, contribution of assets as capital, and incorporation of shares, among others, as well as supervision of the implementation stages.
• In-depth studies and issuing opinions on matters related to corporate legislation and the Brazilian Securities and Exchange Commission (CVM) regulations concerning public companies, rights and duties of shareholders and managers, management bodies, tender offers, information disclosure practices, among other topics.
• Structuring of programs for talent retention and interest alignment for key professionals, through mechanisms such as stock or equity-based compensation, stock options, and phantom stocks, with appropriate analysis and consideration of corporate and tax aspects of each scenario.
• Assistance in strategic decision-making by management bodies (including in the role of advisors to board members or independent committee members) or by shareholders, including support for shareholder meetings or other corporate meetings.
• Assistance in connection with corporate disputes (potential or existing), including strategy definition, support in collecting and documenting evidence, drafting of notices and voting statements, challenging and protesting actions at shareholder meetings and corporate meetings, including the defense of clients in arbitration proceedings and joint work with specialized law firms in judicial proceedings, as well as assistance in dispute resolution through settlement agreements.
• Representation of clients in administrative proceedings before specialized government and self-regulatory bodies, such as the CVM, the National Financial System’s Appeal Council (CRSFN), BM&FBOVESPA Market Supervision (BSM), and the Brazilian Association of Financial and Capital Market Entities (ANBIMA).
• Assistance to local and foreign clients in drafting and negotiation of strategic and complex contracts, including:
/ cdifferent types of construction contracts (engineering, procurement and construction contracts – EPC, engineering, procurement, construction and management – EPCM, turn-key, built to suit, sale and leaseback etc.), as well as complex lease agreements;
/ joint venture, partnership, and consortium agreements;
/ franchise, distribution, commercial representation, commercial concession, and supply agreements; and
/ software development, licensing, and sublicensing agreements.