Is the profit you're presenting the profit the buyer will accept?
Is the profit you're presenting the profit the buyer will accept? In almost every business sale negotiation, there's a silent mismatch right from the start, because the seller looks at the profit recorded in their financial statements while the buyer looks at the profit they consider sustainable and capable of generating revenue.
Is an Advisory Board Necessary for the Professionalization of Your Company?
Is an Advisory Board Necessary for the Professionalization of Your Company? As a company grows and management becomes less synonymous with the founder, the question of how to incorporate external perspectives and discipline into the decision-making process arises almost naturally. In this scenario, an advisory board often appears as the first answer. […]
Governance in Private Companies with Structured Fundraising
Governance in Privately Held Companies with Structured Fundraising There is a misconception that governance is a matter restricted to publicly traded companies, when in fact privately held companies that resort to the capital market to finance themselves, whether through debentures, commercial notes, receivables certificates or securitization and FIDC structures, quickly realize that […]
The Board of Directors in Family Businesses: Necessity, Benefits, and Drawbacks in the Journey of Professionalization in Brazil
The Board of Directors in Family Businesses Brazil has approximately 9 million family businesses, responsible for 651% of GDP and more than 751% of the country's formal jobs — according to surveys by SEBRAE and IBGE[1]. Fewer than 30% survive to the second generation. Fewer than 10% reach the third. The question […]
Locked Box vs. Working Capital Adjustment in M&A Transactions in Brazil
Locked Box vs. Working Capital Adjustment: The choice of pricing mechanism is one of the most relevant structural decisions in a merger and acquisition transaction. The two predominant models—the locked box and working capital adjustment (completion accounts)—allocate economic risk in a way that […]
Judicial Reorganization Plan: The Heart of the Process and its Strategic Nature
The presentation of the judicial reorganization plan represents one of the most important steps in the entire reorganization procedure. After the approval of the judicial reorganization process, the debtor has a legal period of 60 days to present the plan, at which point the deliberation phase by the creditors begins, the objective of which is […]
Plural Voting in Brazilian Companies: How Can This Mechanism Redefine the Dynamics of Corporate Control?
Plural Voting in Brazilian Companies: How Can This Mechanism Redefine the Dynamics of Corporate Control? The introduction of plural voting into the Brazilian legal system represented one of the most significant changes in the governance of publicly traded companies in recent decades. The possibility of assigning more than one vote per share makes the traditional corporate principle of […] more flexible.
The New Architecture of Public Offerings in Brazil after CVM Resolution 160
The regulation of public offerings of securities in Brazil underwent a significant transformation with the entry into force of CVM Resolution No. 160/2022, which profoundly reformed the regime previously established by CVM Instructions No. 400 and No. 476. More than a simple regulatory consolidation, the new regulation introduced a more flexible architecture […]
Partial Dissolution and Determination of Assets: Legal Aspects and Economic Impacts
Legal Aspects and Economic Impacts: Partner Exit and Financial Impacts on the Company. The exit of a partner is, in practice, one of the most financially sensitive moments for any business. Not necessarily because of the rupture itself, but because of how the value to be paid to the departing partner is defined—the so-called […].
Out-of-Court Recovery Under Discussion: The Recent Moves of Raízen and GPA and What This Reveals About Corporate Restructuring in Brazil
Market movements and changes in corporate restructuring: Recent moves involving Raízen and Grupo Pão de Açúcar (GPA) are noteworthy not only because of the size of the companies, but also because of the timing of their occurrence. Instead of waiting for the financial scenario to worsen, these groups are signaling a more strategic and proactive approach in […]