Recent events highlight the level of detail required in corporate transactions, the necessary precautions, and the important role of legal advisors.
By Mauricio Nucci, Amanda Duarte and Julhi Bonespírito.
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Legale Overseas, 931.
Strategic transactions such as mergers and acquisitions demand thorough planning and meticulous attention to the applicable legal framework and best practices. The absence of essential preparatory steps — such as obtaining approvals from relevant internal and external bodies — can jeopardize the legality of the deal, create legal uncertainty, and expose the organization to administrative and judicial scrutiny.
Recently, a negotiation involving two major banks took a new turn, revealing setbacks caused by the lack of appropriate procedures. In this case, the Public Prosecutor’s Office pointed to the absence of prior approval from the Shareholders’ Meeting and consent from the Legislative Branch as potential irregularities, raising questions about the validity of the transaction.
Transactions of this magnitude, or even smaller ones, require careful analysis to ensure the parties involved do not face regulatory hurdles, administrative challenges, or lawsuits that could compromise the operation’s stability.
In this context, legal counsel plays a key role in structuring corporate transactions, ensuring that every stage of the process is conducted in accordance with best practices and regulatory requirements. The main roles of legal advisory include:
• Due Diligence;
• Drafting of relevant documentation, particularly:
o Non-Disclosure Agreement (NDA);
o Letter of Intent (LoI);
o Memorandum of Understanding (MoU);
o Share Purchase Agreement (SPA);
• Corporate Approvals and Registrations; (SPA);
• Corporate Governance and Post-Merger Integration (PMI);
• Regulatory Compliance;
• Legal Interpretation;
• Risk Mitigation Strategy;
• Tax Structuring of the Deal.
Vaz de Almeida Advogados has stood out for successfully conducting significant M&A transactions, thanks to a qualified team well-prepared to handle all necessary steps in the deal process. The firm provides technical and strategic support to companies of all sizes seeking legal certainty in their business endeavors.
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Our publications aim to communicate the legal perspective on relevant developments and provide context to the most significant legal events that may affect companies and organizations. Specific cases require personalized technical attention to the facts and should seek customized legal advice before taking any legal or paralegal action. If you, your company, or your board of directors need counsel, contact a trusted attorney.
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