Corporate – Mergers and Acquisitions

In the area of companies and ventures, our activities operate in total synergy with the tax area, aimed at obtaining the lowest tax load possible for the operation. A few of our  main services in this area of expertise are:

■ Consulting for corporate incorporation, maintenance, reorganization and mergers and acquisitions for all types of business structures, for example: corporations, limited liability companies, companies under simplified taxation procedures, special-purpose companies,  special partnerships, holding companies, asset companies, among others.

■ Mergers and Acquisitions of companies, asset purchases, stock purchase agreements, assignment of commercial establishments, term sheets, memorandums of understanding, Letters of Intention, put and call options, Stock Purchase and Sale Commitments, private equity operations and financed acquisitions, leveraged buyout,  joint ventures, alliances, company consortiums, control alienation, takeovers, holding companies, off-shore companies, and other ways of conducting business and corporate activities.

■ Corporate planning and tax planning in corporate reorganizations, including incorporations, spin offs and split offs, mergers ("merger by union" and "merger by incorporation"), asset contribution, drop down, merger of shares, quota swaps (shares or quotas), transformation, liquidation, shareholders’ agreements, partners’ agreements and other corporate accords.

■Due diligence and legal assistance in new business and ventures.
■ Corporate planning and tax planning in Private Equity and Venture Capital operations with share premium.

■ Advisor to clients, representing them in general annual and special shareholders’ meetings, board and statutory audit committee meetings, partners’ meetings, as well as in-court and out-of-court activities in different corporate litigations, such as exclusion of partner, screening of assets.

■ Publication of the respective bid notices, organization of books, corporate minutes and documents, preparation and filing of minutes of annual meeting for approval of company accounts; complete assistance in terms of responsibility of managers.

■ Legal assistance for bankruptcy law, credit qualification, processing and recovery plan, as well as for the process of liquidation and agreements with companies, asset realization analysis and receipt on behalf of creditors, implementation of the bankruptcy/liquidation process as a whole up to the extinction of principal and accessory obligations of the bankrupt/liquidated party.