Corporate and Company Law
Mergers and Acquisitions
Legal conduct of the purchase, sale and reorganization of equity interests.
The purchase and sale of a company is a process of linked stages, in which an error made at the outset tends to surface at closing or after it. The legal work organizes the sequence, identifies the liabilities that change the price and turns what was negotiated into an enforceable obligation.
Situations the area handles
- Acquisition of an equity interest without a prior review of contingencies.
- Price agreed without an adjustment mechanism, holdback or indemnity security.
- Tax, labor or environmental liability discovered after closing.
- Transaction subject to approval by CADE or by a sector regulator.
- Minority partner without contractual protection on a change of control.
- Post-closing integration without defined governance and authority.
What the work produces
- Legal due diligence with a report on contingencies and their impact on the deal.
- Confidentiality agreement, memorandum of understanding and exclusivity.
- Purchase agreement with representations, warranties and indemnity mechanisms.
- Structuring of escrow, earn-out and conditions precedent to closing.
- Filing with CADE when the mandatory notification thresholds are met.
- Closing documents and a legal plan for integration.
When to seek it
At the point where the conversation stops being exploratory. Signing a memorandum of understanding without legal review is common, and it is where the strongest negotiating positions are lost.
Talk about mergers and acquisitions
Describe the transaction and the stage it is at. The reply indicates what needs to be verified before the decision.