Investing and operating in Brazil involves choices about ownership, governance, funding and the organisation of the local business. An acquisition raises different questions from setting up a subsidiary or negotiating a joint venture. We advise European groups on these choices and on the documents that turn them into an operating structure. The work connects transaction planning with the responsibilities that follow completion, including decision making, shareholder relations and coordination with the parent company. The starting point is the proposed business, its counterparties and the risks the investor needs to understand.
What we do
- Company formation and assessment of ownership and governance alternatives.
- Legal due diligence on Brazilian targets and preparation of transaction documents.
- Negotiation of share purchase agreements and completion arrangements.
- Shareholder agreements, joint ventures and allocation of decision rights.
- Capital changes, corporate reorganisations and recurring corporate documentation.
- Coordination of corporate matters with tax, employment and regulatory advice.
Experience in this practice
An overview of our work, described without identifying clients or individual transactions.
- Advice on acquisitions, mergers and corporate reorganisations involving international groups and their Brazilian business operations.
- Structuring of subsidiaries, shareholder arrangements and governance for companies investing and operating in Brazil.
- Legal support for investment decisions, capital changes and corporate matters arising during the operation of the business.
Why it matters for European companies
Brazilian companies have their own corporate forms, filing procedures and representation requirements. These should be assessed together with the investor’s governance policies and the proposed funding arrangements. An acquisition may also require a competition or sector review, depending on its facts. We identify the applicable questions rather than assuming that documents used elsewhere can be transferred unchanged to Brazil.
How we organise the mandate
The first discussion identifies the decision to be made, the companies involved and the timetable. We review the available documents before proposing a defined scope, deliverables and fees. The responsible partner coordinates contributions from the relevant practices, so that a recommendation can be considered against its operational consequences. Reporting distinguishes decisions required from the client, information still missing and work completed. When another jurisdiction is involved, we agree how the Brazilian work will connect with the group’s advisers abroad.
Preparing the first discussion
Useful starting material includes the group structure, the Brazilian entity’s details, existing agreements and a short explanation of the commercial objective. Please indicate any live deadline and the people authorised to give instructions. The initial contact need not contain confidential case documents or sensitive personal information. We can agree an appropriate channel for exchanging the supporting material after identifying the parties and the scope of the request.