We advise companies, investors, investment funds/vehicles, economic groups, and entrepreneurs on the structuring, negotiation, and execution of mergers and acquisitions transactions, in both buy-side and sell-side processes.
Our approach combines technical rigor, strategic vision, and practical experience in conducting complex transactions, focusing on legal security, efficient execution, and alignment with the commercial objectives of the parties involved.
We operate in all stages of the operation, from defining the transaction structure to closing and post-closing integration, coordinating corporate, contractual, regulatory, and strategic aspects to enable operations in an organized, predictable, and results-oriented manner.
Structuring M&A transactions
Defining the best legal structure for the transaction, including acquisition of equity interests, acquisition of assets, prior corporate reorganizations, strategic investments, joint ventures, and hybrid structures, always considering the corporate, tax, regulatory, and operational impacts.
Responsibilities include managing the acquisition or sale of companies, supporting the organization of the operation, preparing documents, interacting with financial advisors, investors, coordinators, and other parties involved, as well as providing strategic support in negotiations, including with foreign jurisdictions.
legal due diligence
Analysis of corporate, contractual, labor, tax, regulatory, real estate, environmental, and operational risks, as applicable to the sector and the nature of the operation, focusing on identifying contingencies, defining mitigating factors, and supporting decision-making.
Negotiation and documentation of the transaction.
Drafting, reviewing, and negotiating the main transaction documents, including memoranda of understanding, term sheets, letters of intent, share or quota purchase and sale agreements, investment agreements, shareholder agreements, guarantee instruments, and other ancillary documents.
Corporate reorganizations before and after a transaction.
Structuring reorganizations necessary to prepare the company for the transaction, including mergers, spin-offs, drop-downs, formation of holding companies, asset reorganization, business segregation, and corporate adjustments to enable closing or post-transaction integration.
Governance and post-closure integration
Implementation of governance structures, shareholder agreements, control rules, vetoes, exit procedures, succession planning, and investment protection, as well as support for corporate and operational integration after the transaction is completed.
M&A as a Service
In addition to traditional performance in specific operations, we offer the model of M&A as a Service, aimed at companies, investors, economic groups and consolidation platforms that conduct recurring acquisition, investment or divestment operations.
In this model, we act as a strategic and ongoing legal partner to the client, offering recurring support across all areas related to the origination, analysis, structuring, and execution of transactions.
The service may include the preparation of standard transactional templates, review of opportunities, support in preliminary risk analysis, structuring of internal M&A processes, coordination of due diligence, negotiation of standard documents, and ongoing legal support for the acquisition or investment pipeline.
The goal is to provide the client with a ready-made, organized, and scalable legal structure to execute transactions with greater speed, predictability, and risk control.
We conduct operations in a structured, coordinated, and closing-oriented manner, acting in all phases of the process with technical rigor, close monitoring by senior professionals, and direct involvement of partners in the operational management of the transaction.
