Mergers
& Acquisition
M&A

Our firm has experience in M&A operations (involving national and foreign companies). We are qualified to assist our clients in all phases of the transaction/operation, including the consultancy in preliminary negotiations, the assessment and due diligence of the involved business and/or asset (designing alternative formats and assisting in determining the structure to be adopted), the negotiation of price and other conditions, and also the drafting/revision of applicable commercial and corporate documents (e.g., Confidentiality Agreements (NDA), Letters of Intent, Preliminary Agreements and/or Memorandums of Understanding, Definitive Agreements (signing and closing phases) and other closing and post-closing acts).

The activities developed by our multidisciplinary team comprises working jointly with other financial/accounting advisors to determine the best structure for the intended transaction, from corporate and tax standpoints. Our practice also comprises:

Assisting in or conducting legal due diligence processes – this work is performed by our team of specialized lawyers to validate information of the targeted company and/or its shareholders, identify contingencies and potential exposures, undisclosed assets, among others, which may directly interfere on the price and/or in the transaction structure, as well as in the guarantees to be granted (as applicable) – the due diligence process may be conducted physically (data room) or virtually (CD, website, virtual data room);
Designing alternatives of the structure for the transaction implementation, coordinated jointly with the financial/accounting advisors of our clients, upon assessment of all involved legal, technical and commercial aspects (risks and opportunities), including pertinent corporate, tax and labor elements, aiming for the isolation of potential contingencies or liabilities;
Drafting of legal and commercial instruments necessary for project conclusion, involving elaboration, discussion and revision of internal documents preceding the transaction (corporate instruments) as well as corporate acts and correlated documents necessary for the formalization of the transaction;
Negotiation and elaboration of contractual instruments necessary for project conclusion, as well as legal assistance in the implementation of the obligations undertaken under the instruments executed at closing.