Mergers and Acquisitions (M&A)

In a highly competitive and globalized market, mergers and acquisition transactions (M&A) have a strategic value as a factor of growth and even survival. These operations give support for the entrance into new markets, to a verticalization and internationalization of operations, for obtaining scale economy, portfolio expansion and reduction of indebtedness, among other benefits.

We offer legal advice to national and international clients in merger and acquisitions, structuring the operations in the most effective manner to achieve the client’s business objectives.

With experience in transactions in several economic sectors we advise clients in transactions in Brazil and abroad. A multidisciplinary group of professionals assures the evaluation of different legal issues involved in an acquisition process including corporate, tax, labor, financial and consumer issues, as well as other relevant issues for the success of the operation.

Together with our team of Competition Law, we advise our clients on issues of economic concentration and on the possible notification of the transaction to antitrust authorities (CADE)

Working closely with targets, acquirers - including private equity funds and strategic buyers - financial advisers, auditors and other advisers involved in the process, we provide advice in all phases of the acquisition of private and public-held companies, including:

  • Share and asset purchase agreements
  • Mergers, amalgamations, plans of arrangement and takeovers
  • Auction bid processes
  • Private equity acquisition
  • Corporate governance and directors' duties
  • Escrow agreements
  • Advised Chinese company on the sale of all issued and outstanding shares of the capital of a Brazilian subsidiary operating on internet group sales to a Chilean investor.
  • Advised Chinese company on the acquisition of all issued and outstanding shares of the capital of a Brazilian subsidiary operating on internet group sales from national and international funds.
  • Advised Brazilian company operating on the development of artificial intelligence applications on the sale of assets to international operator.
  • Advised Chinese company on the due diligence for the purchase of a Brazilian subsidiary of an international company active in the segment of group sales.
  • Advised international investors on the sale of all issued and outstanding shares of the capital of a Brazilian pharmaceutical company active in the segment of OTC products.
  • Advised international group active in the area of sexual wellness on the sale of its Brazilian operations to a Chinese group. The sale was made on a worldwide basis.
  • Advised Brazilian operator of an international franchise on a prospect transaction for the sale of the Brazilian operations to the international franchisor.
  • Advised Brazilian auto parts manufacturer on the sale of assets of automobile and truck divisions to Brazilian subsidiaries of international auto parts groups. The transactions were entered into with different purchasers.
  • Advised majority shareholders on financial institution authorized to operate by the Brazilian Central Bank (SCM authorization) in the acquisition of shares on member of the control block as well as on the restructuring of shareholders' agreement and the corporate governance rules.
  • Advised Brazilian financial institution on the acquisition the portfolio of payroll deduction loans of from a Brazilian financial institution in the process of extrajudicial liquidation conduct by the Central Bank of Brazil.
  • Advised Brazilian private equity fund in the acquisition of minority interest in a Brazilian operator of vehicle tracking and on the joining the control group by negotiating its participation in a shareholders' agreement.
  • Legal advisory to international auto parts industry group in the acquisition of all issue and outstanding shares of a Brazilian auto parts company controlled by another foreign group and activities and located in an automobile manufacturing complex in the northeastern region of Brazil.
  • Legal Advisory to Japanese pharmaceutical group in the acquisition of shares representative of the control of a Brazilian pharmaceutical company manufacturing ophthalmological products as well as on the negotiation of a shareholders' agreement.
  • Legal advisory to shareholders of property development company on the sale of control, including a swap of shares.
  • Legal advisory for Brazilian and foreign companies on structuring mining projects, either through the acquisition of companies owning mining rights for research / exploration, or through the direct acquisition of such rights, in relation to ongoing projects or green fields.
  • Legal advisory to Indian multinational seed and pesticides manufacturer in a due diligence and on the negotiations for the acquisition of the control of Brazilian seed producer.
  • Advisory to Brazilian operator of telephone and data telecommunications services in the acquisition of all issued and outstanding shares of a Brazilian company which controlled a national fiber optical network, controlled by foreign investors. The transaction was completed by the purchase of the international holding company controlling the Brazilian vehicle.
  • Advisory to Brazilian subsidiary of international logistics, transportation and warehousing company in the acquisition of all shares representative of the capital of a Brazilian duty-free warehousing company.
  • Advisory to international telecommunications group in the sale of all shares representative of the capital of its Brazilian corporate telecommunications services companies to another local Brazilian operator.
  • Advisory to international telecommunications group in the acquisition of all issued and outstanding shares representative of the capital of the Brazilian operator to corporate telecommunications services.
  • Advisory to international chemical group manufacturing industrial, electronic, offshore and graphic solutions in the acquisition of a Brazilian chemical company, including an earn out arrangement with the Brazilian shareholders and managers.
  • "Advisory to multinational company in the segment of footwear components in the sale of shares owned in a Brazilian company in the same economic segment.
  • Advisory to international hotel group based in Mexico in the acquisition of hotel operations owned by Japanese group in Brasil with high end operations in the Cities of São Paulo and Rio de Janeiro.
  • Advisory to Brazilian airline operations in the sale of subsidiary dedicated to turbine overhaul and maintenance with the negotiation of a shareholders' agreement for a minority equity participation and a most favored client arrangement for the seller.
  • Advisory to multinational company in the segment of aircraft catering in the acquisition of all shares representative of the capital of Brazilian aircraft catering company with operations in the cities of São Paulo and Rio de Janeiro.
  • Advised multinational company in the segment of ground handling services in the acquisition of operator in the same segment in Brazil.
  • Advisory to multinational group in the area of media and advertising in the structuring of joint venture with Brazilian partners for the creation of a new local advertising company and with the negotiation of a shareholders' agreement.
  • Advisory to multinational group in the area of media and advertising in the acquisition of in-house advertising agency of Brazilian air transportation company.
  • Advisory to multinational chemical and construction products in the acquisition of an equity participation in a Brazilian construction product company and negotiation of shareholders' agreement.
  • Advisory to Franco-American multinational mining group in the acquisition of shares representative of the control of mining company with reserves in the Amazon region and negotiation of shareholders' agreement.
  • Advisory to European toll-road operator in the acquisition of equity participation in one of the major Brazilian toll-road operators and negotiation of shareholders' agreement.
  • Advisory to multinational group in the acquisition of warehousing and distribution assets of a multinational group with operations in Brazil in the area of food and grocery products.
  • Project counsel for lease of port terminal in the port of Santos, SP in the structuring of the joint-venture and on the legal actions for the take-over of the operations.
  • Advisory to multinational company in the segment of energy utilities in the privatization and acquisition of shares representative of the control of capital of an energy concessionaire in the City of São Paulo, SP and negotiation with shareholders' agreement with minority shareholders.
  • Advisory to investors on the acquisition of a commercial bank.
  • Advisory to seller on the sale of assets of auto parts manufacturing company.
  • Advisory to seller on the sale of trademarks and other intangible assets of fashion company.
  • Sale of qualified equity participation in technology startup company in the amount of R$1MM
  • Advisory to purchaser in a competitive process for the acquisition of a telecommunications provider of telephony and data services with the identification and quantification of tax liabilities and contingencies.
  • Advisory to purchaser in a competitive process for the acquisition of a major player in the segment of education with the identification and quantification of tax liabilities and contingencies.