We provide specialized support in mergers and acquisitions (M&A) transactions and advisory services on day-to-day corporate matters and corporate governance for companies in the sector. With respect to investment transactions and the purchase and sale of companies and assets, our work covers everything from the start of negotiations, with the structuring of the transaction, to conducting the legal due diligence on the target and drafting and negotiating the agreements within the scope of the closing of the transaction. Our work aims at efficiency in transactions and ensures protection for the client at every stage of the process.
Work Highlights
We advised an international commodities group on the corporate analysis involving the restructuring of the group’s sugar and ethanol companies, and on the implementation of the corporate reorganization of the investees, in order to reduce costs and optimize integration from a corporate, tax, and regulatory standpoint
We advised clients on corporate matters involving changes of officers, the opening and closing of branches throughout Brazil, compliance with legal obligations, and the preparation of corporate documents for the approval of transactions and the implementation of operations
We advised a client on the acquisition of a corn-producing company, including conducting the legal due diligence on the target and drafting and negotiating the purchase and sale agreement and the corporate documents for the closing
We advise on all stages of mergers and acquisitions (M&A) transactions and provide support in the day-to-day corporate matters of companies in the sector, including issues related to corporate governance. Our work spans from the outset of negotiations, with the drafting of memoranda of understanding and confidentiality agreements, to conducting the legal due diligence on the target and drafting and negotiating the transaction documents and implementing the closing. Our approach aims at efficiency in transactions and ensures protection for the client at every stage of the process.
Work Highlights
We advised a Brazilian investor on a multi-million investment in a company in the fast casual food market, an empanada chain founded in São Paulo with plans to expand throughout Brazil. Our work included supporting the client at all stages of the process, including conducting the legal due diligence on the target and drafting and negotiating the share purchase agreement, subscription warrants, and the corporate documents for closing
We advise clients on corporate matters involving changes of officers, the opening and closing of branches throughout Brazil, compliance with legal obligations, and the drafting of corporate documents to approve transactions and implement operations
We advise on the full M&A cycle and on day-to-day corporate matters in retail and consumer goods, structuring SPAs/SHAs, earn-outs tied to SSS/GMV, working capital and inventory/obsolescence adjustments, and carve-outs. We conduct sector due diligence, with expertise in the Consumer Protection Code and product/recall liability, franchising, supply chain, intellectual property/branding, LGPD/customer data, labeling/ANVISA/INMETRO, and store and distribution center labor liabilities. We support the structuring, review, and negotiation of contracts typical of the sector, notably supply/manufacturing (CMO), distribution and exclusivity, franchising, licensing/celebrity deals, trade marketing, marketplace/fulfillment, 3PL/warehousing/SLAs, and shopping center leases. We support the governance of multi-brand portfolios, JVs, and omnichannel channels, preventing vertical conflicts and pricing/MAP issues and assessing antitrust risks. We coordinate closing and post-closing (TSAs, ERP/loyalty migration, omnichannel integration) to capture synergies safely and quickly, usually together with the sector's regulatory and tax teams.
Work Highlights
We advised a Chinese automaker on the expansion and development of its business in Brazil, providing multidisciplinary support across the corporate, regulatory, tax, and labor areas throughout the process
We advised clients on corporate matters involving corporate governance issues, compliance with legal obligations, and the approval of transactions by the companies' management bodies, as well as on the clients' day-to-day corporate matters
We advised a renowned Latin American pharmaceutical company, with a prominent presence in the health and wellness sector, especially in the cosmetics and personal care segments, on the restructuring of its operations in Brazil, including an in-depth analysis of the feasibility of a new corporate and logistics-commercial model, with the aim of optimizing its activities and improving its commercial flow
We provide legal support in the analysis of the corporate, commercial, and tax aspects involved in the structuring of projects, transactions, and partnerships for the commercialization of carbon credits. Our work includes the drafting and negotiation of the commercial and financial contracts necessary for the implementation of such projects, transactions, and partnerships, such as, for example, joint venture agreements, service agreements, commercial partnership agreements, and shareholders’ agreements.
Work Highlights
We advised one of the world’s largest financial market infrastructure companies, operating in both exchange and over-the-counter environments, on a commercial partnership aimed at launching a carbon credit trading platform in Brazil, boosting the decarbonization market
Our firm is strategically positioned to provide legal advice of excellence in the structuring of projects and in transactions for the purchase and sale of interests and the acquisition of onshore and offshore assets in the oil and petroleum products sector. Our advisory services cover all phases of the project, from the structuring of the transaction to the drafting and negotiation of complex contracts, including purchase and sale agreements, shareholders’ agreements, joint venture contracts, and other legal instruments relevant to domestic or cross-border M&A transactions. We also advise our clients on a variety of corporate matters, including corporate governance issues, business expansion and the opening of branches, and obtaining and maintaining the licenses and permits necessary for the development of their activities.
Work Highlights
We advised a Danish client on the acquisition of all of the offshore oil assets held by an Asian company in the amount of USD 2.5 billion, one of the largest transactions ever completed in the oil industry in Brazil
We advised a Spanish client on the acquisition of onshore oil assets from the largest Brazilian oil company in the amount of USD 1.2 billion, one of the largest transactions ever completed in the oil industry in Brazil
We advised clients on purchase and sale transactions involving companies operating at various stages of the oil and petroleum products marketing and distribution chain, including the BRL 1.7 billion investment in one of the largest fuel station networks in Brazil
Transactions in the Life Sciences and Healthcare sector present a variety of unique opportunities and challenges, ranging from economic volatility to regulatory rigidity. Mergers, acquisitions, and divestitures are not merely strategic moves, but essential catalysts for business transformation. Our team of lawyers is dedicated to maximizing these opportunities, with a particular focus on small- and mid-sized transactions and recognizing the importance of divesting assets that are not part of the core business, in order to optimize margins and steer strategies.
Work Highlights
We supported an American multinational in the biopharmaceutical sector in resolving corporate and regulatory matters related to the conduct of clinical trials in Brazil for genetics and oncology treatments. Our work included obtaining approvals for the clinical trial protocols from the health regulatory authorities, drafting clinical trial service agreements with Contract Research Organizations (CROs), research sites, and investigators, as well as preparing compassionate use schemes and informed consent documentation for the study participants
We advised a renowned American multinational in the biopharmaceutical sector on its corporate strategy, strategic commercial partnerships, and regulatory compliance for conducting clinical trials in Brazil, with a specific focus on gene and oncology therapies. Our work involved various tasks, including obtaining approvals for the clinical trial protocols from the health regulatory authorities, structuring and negotiating MCTSAs in collaboration with CROs, research centers, and investigators, as well as drafting Informed Consent Forms for the study participants to sign
We advised a prominent European pharmaceutical company on the creation of an innovative B2C e-commerce strategy focused on digital health and on integration with health devices and applications. Our advice covered regulatory compliance, tax considerations, and corporate strategy, all tailored to the complexities of the market
We advised a prominent American medical equipment manufacturer on its entry into the Brazilian market through a corporate transaction. Throughout all the phases preceding the closing of the acquisition, our focus was primarily on due diligence and on the corporate restructuring of the Brazilian target company, which had previously been operated by the contractor. We also actively participated in the negotiation and drafting of key agreements, including the Share Purchase Agreement, and provided support on all pre- and post-closing matters of the transaction
We provide specialized support in mergers and acquisitions (M&A) transactions and advise on day-to-day corporate matters and corporate governance for companies in the sector. In investment transactions and the purchase and sale of companies and assets, our work spans from the outset of negotiations, with the structuring of the transaction, through conducting the legal due diligence on the target and drafting and negotiating the contracts for the closing of the transaction. Our work aims at efficiency in transactions and ensures protection for the client at every stage of the process.
Work Highlights
We advised an international commodities group on the corporate analysis of the restructuring of the group's sugar and ethanol companies, and on implementing the corporate reorganization of the investees, in order to reduce costs and optimize integration from a corporate, tax, and regulatory standpoint
We advised clients on corporate matters involving changes of officers, the opening and closing of branches throughout the country, compliance with legal obligations, and the preparation of corporate acts for the approval of transactions and the implementation of deals
We advised a client on the acquisition of a corn producing company, including conducting the legal due diligence on the target and drafting and negotiating the purchase and sale agreement and the closing corporate acts
We handle the purchase and sale of equity interests, asset acquisitions and joint ventures, advising buyers and sellers in domestic and cross-border transactions, with particular attention to the acquisition of new energy assets and projects. We also advise our clients on a range of corporate matters, including corporate governance issues, business expansion and the opening of branches, and obtaining and maintaining the licenses and permits required to carry out their activities.
Work Highlights
We advised a client on the acquisition of a portfolio of wind farms in Northeastern Brazil valued at more than USD 100 million
We advised a client on the acquisition of a portfolio of solar farms in Northeastern Brazil valued at more than USD 50 million
We provide legal advice on mergers and acquisitions (M&A), investments, and the formation of joint ventures and commercial partnerships, with particular attention to the acquisition of equity interests in companies holding mineral assets, or of the mineral assets themselves, ranging from iron ore to minerals critical to the energy and sustainability transition. Our work includes the drafting and negotiation of the agreements required to implement the transaction, as well as the legal due diligence of the target companies and/or assets, and advice on the closing and post-closing of the transaction.
Work Highlights
We advised one of the world's largest mining companies and the country's largest producer of iron ore, pellets, and nickel on the legal due diligence of an iron ore mining company in Minas Gerais, Brazil, and provided specific legal advice to identify strategies to mitigate the risks identified in the legal due diligence involving contaminated areas and the absence of regulatory licenses
We advised a Canadian mining company on the sale of its interest in a producing gold mine in Brazil through a share transfer, and on the acquisition of 100% of the capital of a Brazilian company holding several gold exploration licenses in northern Brazil
We advised a Brazilian mining company on the negotiation and drafting of a lease agreement for a significant iron ore mine in Minas Gerais, Brazil
We advised a Canadian mining company with numerous assets in Brazil on Brazilian law aspects of the sale of 100% of its issued and outstanding common shares on the TSX Venture Exchange
We provide specialized support in mergers and acquisitions (M&A) transactions and assistance with corporate matters for companies and startups in the technology sector. Our work ranges from the beginning of negotiations - with the drafting and negotiation of letters of intent, confidentiality agreements and memoranda of understanding, and analysis of the intended corporate and tax structure - through the conduct of the legal due diligence of the targets and the closing of the transaction, ensuring protection for the client at every stage of the process.
Work Highlights
We advised clients on the acquisition of companies and investment in startups in the technology sector, including the acquisition of one of the largest payment methods groups by a U.S. company, for approximately one billion U.S. dollars
We advised a U.S. fund on several investment and divestment cycles in Brazil, including on the corporate and tax analysis involving the restructuring of the portfolio companies to maximize tax benefits
We advised a U.S. cloud-based customer service software company on the acquisition of the companies of an Argentine group, including the Brazilian subsidiary dedicated to the development of artificial intelligence and conversational intelligence technology
We advised international clients on the incorporation of subsidiaries in Brazil, providing legal support in all areas involved in the client's operations, as well as in day-to-day corporate matters and in the preparation of standard drafts of commercial contracts, based on the applicable Brazilian legislation and taking into account the tax and regulatory requirements involved
