Mergers and Acquisitions (M&A)

Right from the initial stages of negotiation, Franco Advogados accompanies its clients (both foreign and national), private equity funds or venture capital and other investors in the M&A process, through Due Diligence, until the final signing is done. Our lawyers do the follow-up of these contracts also in the post-signing phase.

 Among the main services rendered by the team of lawyers are the following:

• Negotiate and draft the Memorandum of Understanding (MoU), the Non-Disclosure Agreement (NDA), the Letter of Intention (LoI) and other preliminary documents;
• Analyze and counsel on optimizing tax incidence;
• Propose and implement initial structures at the pre-M&A stage;
• Conduct the due diligence along with the representatives of the clients;
• Prepare and negotiate the main contracts, whether of M&A, joint venture, direct investment or partnerships;
• Structure and implement security measures regarding the property / real estate. This includes topics like fiduciary alienation, mortgage, escrow accounts etc.;
• Prepare the documents for registration in order to transfer the entitlements;
• Provide legal advice regarding the fulfillment of Brazilian Central Bank´s regulations on foreign capital and foreign exchange operations;
• Counsel the involved parties at the post-signing stage of contracts as to whether or not the agreements are fulfilled and offer contract management. This may entail making notifications, negotiating indenization and doing follow-up on judicial processes due to third party claims.