CORPORATE AND BUSINESS STRUCTURING
The Corporate and Business Structuring practice of PVG is dedicated to designing legal solutions for the different matters and challenges of the corporate world, with emphasis on mergers and acquisitions, corporate governance and publicly-held corporations, infrastructure projects, including in energy, mining and other sectors, restructuring and insolvency, financing and strategic contracts.
Our lawyers´ broad experience combined with our thorough knowledge of corporate, business and contract law, as well as our integration with the other practices of the firm, allow us to meet our clients´ needs in an empathetic, precise, creative and customized manner.
We assist corporate groups, investors, financial advisors and entrepreneurs, as well as foreign law firms. Based on our understanding of the particularities of a broad range of industries, our services cover all stages of transactions, including risk assessment, structuring, negotiation, closing and implementation.
- Assistance in legal due diligence, with a focus on the identification of risks and contingencies relevant to the acquisition of companies and assets, with support from specialized professionals, when applicable
- 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, PVG´s capital markets and banking practice.
- 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 applicable
- 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.
- In-depth studies and opinions regarding regulations of Comissão de Valores Mobiliários (“CVM”- Brazilian Securities and Exchange Commission) 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, quotaholders meetings or boards of directors meetings.
- 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”).
- Assistance in all phases of infrastructure projects, covering a wide range of industries, including energy and mining, from conception throughout negotiation, structuring and financing up until completion.
- Assistance in the implementation of corporate and credit structures, M&A transactions, drafting and negotiation of sector-specific commercial agreements, among others.
- Sector specific practice, including in energy and mining, involving consultation proceedings and other interactions with the applicable regulators, as well as designing contractual and collateral structures that are suitable to the particularities of such sectors.
- Assistance to investors, creditors, suppliers and other potential stakeholders of companies in financial distress, in the context of judicial or extrajudicial reorganizations or bankruptcy proceedings, involving drafting, negotiation and implementation of debt and capital restructuring matters, corporate reorganizations, asset acquisitions and leases, contract renegotiations, credit recovery and collateral enforcement efforts, among others.
- Assistance to local and international investors interested in financing or investing in financially distressed companies or companies facing insolvency procedures, as well bankruptcy estates, or in acquiring assets related to such companies, including non-performing loans.
- Assistance in structuring and negotiating financing transactions both locally and internationally, including bilateral and syndicated loans, structured finance transactions, among others, as well as their respective guarantees or security, such as personal or corporate guarantees, fiduciary assignments, pledges, among others.
- Assistance to financial institutions, asset managers and creditors in general, both locally and internationally, as well as borrowers, in a wide range of financial transactions
- Regulatory analysis, perfection of collaterals, foreign exchange contracts, and their corresponding registration with the Brazilian Central Bank (BACEN).
- Assistance in project finance transactions, including in the designing of corporate, contractual and collateral structures, as well as legal and negotiation advice to borrowers and local or international banks, including development banks or multilateral credit organizations and capital markets investors.
- Assistance to local and international clients in drafting and negotiating strategic and complex contracts, including different types of construction contracts (engineering, procurement and construction contracts – EPCs; engineering, procurement, construction and management – EPCM, turn-key, built to suit, sale and lease back etc.), as well as complex lease agreements, joint ventures, licensing, franchising, distribution, supply, among others.