• Preparing the Memorandum of Understanding, or similar document, in which the parties involved establish the main business guidelines, such as price and the basic structure of the transaction.
  • Analysis of tax and corporate matters related to the proposed structure for the transaction.
  • Undertaking legal Due Diligence, with the purpose of verifying the current legal situation of the target company in all areas (labor, tax, contracts, among others), checking the liabilities and contingencies or assistance in organizing the data room.
  • Preparing the transaction agreements, including Investment/Subscription Agreement, Share/Quota Purchase Agreement, Members’/Shareholders’ Agreement, Stock/Quota Option Agreement, Agreements referring to guarantees, among others; all depending on the structure.
  • General defense of the client’s interests throughout the negotiation process, including participation in internal meetings (defining the strategy with the client) and external meetings with the other party.
  • Coordination of the transaction closing.
  • Post-closing assistance, such as integration of activities and use of goodwill paid on the acquisition.


  • We take care of the client’s pocket by recommending the most appropriate legal structure, always starting with the tax analysis of the intended transaction.
  • We discuss the possible alternatives for the transaction, considering price, conditions, guarantees, in order to collaborate with the closing of a good deal. We are creative.
  • We do not shy away from giving a concrete opinion to the client about the security (or otherwise) of the business.
  • We work in total harmony with the other professionals involved in the transaction, such as financial advisers, the other party’s lawyer, among others, always seeking to harmonize interests and implement the transaction securely.

Roberto Cunha