CORPORATE AND ACQUISITIONS
The corporate and acquisitions practice area at PVG is dedicated to transactions and consultancy projects that involve the purchase and sale of companies and assets, corporate reorganizations and strategic contracts. We assist corporate groups, financial advisers, investors and business people, as well as foreign law firms, in complex investments and deals, from the modelling phase to their completion and implementation. For this purpose, we analyze documents, evaluate risks and propose solutions based on profound knowledge of corporate and contractual law, as well as the regulation applicable to publicly held companies and to international investments.
- Legal due diligence, with a focus on the identification of risks and contingencies relevant to the acquisition of companies and assets, involving the analysis of corporate and contractual documents, the direct coordination of professionals specialized in the areas of litigation, tax, labor, real estate, administrative, environmental, competition, criminal and intellectual property law, as well serving as point of contact with the client during the performance of the referred activities.
- Analysis and proposal of corporate and funding structures for mergers and acquisitions, involving local or international financial transactions, setting up of corporate vehicles, and corporate and asset restructurings, always with the support of our tax practice and, when applicable, the capital markets and banking practice of PVG.
- Drafting and assistance in the negotiation of all legal documents relevant to merger and acquisition transactions, including investment agreements, purchase and sale agreements, shareholder agreements, corporate documents and other ancillary agreements.
- Specific assistance in investment transactions related to companies in financial distress, including those under court-supervised debt reorganization, involving suitable corporate and financial structuring, preparing of contracts and analyses of risks and opportunities, with the specific support of the litigation practice of PVG, when applicabl
- Assistance in structuring corporate reorganizations intended to achieve, among other objectives, operational, financial or tax efficiencies for clients, improvements in corporate governance practices, or segregation of assets or activities in preparation for merger and acquisition transactions.
- Preparation of contractual and corporate documents related to spin-offs, mergers, consolidations, in-kind capital contributions, among others, as well as supervision of implementation stages.
- Advice on drafting and negotiation of strategic contracts, including financing instruments, construction contracts, complex lease agreements, licensing contracts, distribution contracts, sale and lease back agreements, and logistics contracts, among others.
- Assistance in the structuring of guarantees and collateral, and in drafting and negotiating instruments of fiduciary assignment, liens, pledges and guarantees (“fianças”), among others.
- In-depth studies and opinions regarding regulations of Comissão de Valores Mobiliários (Securities and Exchange Commission of Brazil) (“CVM”) and corporate legislation in connection with publicly-held corporations, the rights and duties of shareholders and managers, rules pertaining to boards of directors and audit committees, among other topics.
- Advice to corporations on the analysis and implementation of best practices for corporate governance, including guidance on how to conduct general shareholders meetings and meetings of quotaholders or meetings of boards of directors.
- Regulatory analysis and structuring of transactions involving foreign investments in Brazil, Brazilian investments abroad, foreign exchange contracts and the corresponding registration with Banco Central do Brasil (Central Bank of Brazil) (“BACEN”).
- Representation of clients in administrative proceedings before specialized governmental and self-regulatory agencies, such as Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission) (“CVM”), Conselho de Recursos do Sistema Financeiro Nacional (Brazilian Financial System’s Appeal Council) (“CRSFN”), BSM – BM&FBOVESPA Supervisão de Mercados (BSM – BM&FBOVESPA Market Supervision) (“BSM”) and Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais (Brazilian Association of Financial and Capital Market Entities) (“ANBIMA”).