- M&A and Private Equity
The Firm’s lawyers have a solid background in M&A transactions.
The main services rendered by the Firm in the field of M&A and private equity are described below:
- Coordination of the parties involved in the transaction (auditors, financial consultants, custodians, trustees, paying agents etc.)
- Conduction of complete legal due diligence, specialized and adapted to the needs of the target asset.
- Assistance in organizing the data room to consolidate information on the target asset, to enable easy and secure access to relevant information by interested parties.
- Formulation of the legal structure of the transaction, preceded or not by restructuring of the target asset.
- Preparation of the legal documents to support the deal.
- Participation in negotiating the terms and conditions of the deal, at all steps (pre-contractual, contractual and post-contractual).
- Definition and negotiation of the governance structure of the target company after the merger or acquisition, with preparation of the respective legal instruments (as needed, bylaws, shareholder or partner agreements, long-term incentive plans, internal governance rules of the corporate bodies, governance manuals, etc.).
- Preparation of legal opinions and memorandums on the legal aspects of the transaction.
- Capital Market
The Firm’s lawyers have solid experience in capital market transactions and associated activities, including assistance regarding compliance by market agents (companies, investment fund administrators and portfolio managers, financial institutions, securities brokers and distributors, consultants, independent agents, clearinghouses, over-the-counter entities etc.) with the obligations imposed by regulators and exchanges (Brazilian Securities Commission, National Monetary Council, Brazilian Central Bank, National Financial System Appeals Council, BM&FBovespa), including defense of their interests in administrative proceedings.
Below is a brief summary of the services provided by the Firm:
- Preparation and revision of contractual models to formalize capital market transactions.
- Assistance to establish and register investment funds with the Brazilian Securities Commission (CVM).
- Assistance with the steps involving the Brazilian Securities Commission (CVM) for listing and delisting of companies, as well as guidance in compliance with periodic obligations and disclosure of material facts and other communications to the market.
- Assistance to listed companies regarding information disclosure and securities trading policies.
- Assistance and representation of market entities and their executives in preliminary administrative investigations, inquiries or penalty proceedings conducted by the Brazilian Securities Commission (CVM) and BM&FBovespa, especially preparation of responses to official letters, administrative defenses and appeals, negotiation of consent decrees, and preparation of legal opinions and formal consultations to regulators on interpretation of rules.
- Assistance to market agents to formulate consultations to the Brazilian Securities Commission (CVM).
- Assistance to market agents and their executives to formulate, present and negotiate consent decrees with the Brazilian Securities Commission (CVM).
- Assistance in specific matters regarding capital market regulation, applicable to listed corporations, investment funds administrators and portfolio managers, financial institutions, securities brokers and distributors, clearinghouses and other market agents.
- Assistance to prepare legal instruments and to register public offerings of securities with “restricted distribution efforts” (CVM Instruction 476/2009).
- Assistance for registration and cancellation of Brazilian Depositary Receipts (BDR) programs, including unsponsored ones.
- Consulting and preparation of legal opinions or memorandums on capital market questions, including opinions for submission in administrative proceedings conducted by the Brazilian Securities Commission.
- Governance, Restructuring and Succession Planning
Under the scope of corporate law, there is often a need for services to revise the governance structure of business enterprises, to attain various objectives, from improved efficiency and creation of value to restructuring of assets of controllers and other shareholders, followed by redistribution of internal competences, as part of the succession planning of companies or business groups.
Although the Firm only renders legal services, in some situations there is a need to form multidisciplinary teams. In these cases, after a preliminary diagnosis, the Firm suggests the allocation of non-legal professionals with proven track records in this activity, with the client being directly responsible for hiring these experts. This includes consultants in accounting, finance and business administration.
With respect to governance, the focus is on planning and execution of models to standardize the conduction of the client’s interests in target companies (involved in M&A/private equity deals or just resulting from segregation of the client’s activities), by means of a structured set of governance practices, considering current and future investments.
The standardization has dual effect: (i)
regarding the client’s activities, it establishes an internal framework for management of existing investments and making new ones; (ii)
regarding the investee companies, it improves their management, considering aspects such as life stage, internal culture and managers, organizational complexity and processes and degree of informality in the various relations involving owners, executives and other stakeholders.
- Assistance with Equity Investments
The Firm’s lawyers have experience in assisting clients with equity investments, including in situations of stress involving corporate or investment vehicles.
Some of the activities included in this area are listed below:
- Participation, conduction and representation of clients in relevant corporate acts and meetings, involving guidance and assistance in previous meetings, general meetings and meetings of corporate bodies (board of directors, executive board, oversight board).
- Preparation of documents and realization of acts necessary to protect clients’ interests (dissenting votes, protests, demands for audio or video recording of meetings, etc.).
- Intermediation with different teams of professionals allocated by the client to obtain urgent judicial relief to protect interests.
- Coordination of legal activities, preparation and negotiation of bilateral or multilateral contractual instruments related to retaking of corporate control or protecting the interests of minority shareholders, especially in out-of-court negotiations.
- Assistance to the litigation team regarding the merit of arguments, as well as definition of the procedural and evidentiary strategy for defense of the client’s interests.
- Participation at judicial or administrative hearings and other meetings.
The partners’ experience includes the defense of clients’ positions in listed and unlisted corporations, equity investment funds (FIPs), limited liability companies, consortiums, joint ventures and other entities, including enterprises under family control or control of professional investors. These engagements are not summarized here due to considerations of attorney-client confidentiality.
