Companies have increasingly turned to M&A transactions, strategic alliances, and corporate restructurings as smart ways to drive expansion, enhance efficiency, and strengthen value creation in an increasingly dynamic environment.
By Carolina Madeira.
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Legale Overseas, no. 938.
In a global environment marked by geopolitical and commercial shifts, Brazilian entrepreneurs and executives have been pursuing growth strategies that go beyond increasing sales, developing new products, or expanding manufacturing infrastructure.
The adoption of inorganic strategies has gained relevance in recent years, reflecting a natural shift by companies toward more collaborative, flexible, and sustainable solutions. In this context, strategic partnerships and alliances, joint ventures, and corporate restructurings — often enabled through traditional M&A (mergers and acquisitions) processes — stand out as effective ways to drive business evolution, strengthen resilience, and enhance value creation potential.
Recent examples in the Brazilian market clearly illustrate this trend. The restaurant operator and franchisor IMC (MEAL3.SA) signed a binding agreement to form a joint venture with Kentucky Foods Chile, aiming to expand the KFC brand in Brazil without requiring direct investment from IMC, while also enabling the company to allocate part of the proceeds to debt reduction. The agreement also granted IMC exclusive rights to operate the brand in the country — something it did not have prior to the transaction.
Similarly, Brazilian real estate giant Cyrela entered into a joint venture with Canadian fund Canada Pension Plan Investment Board (CPP Investments), targeting the development of high-end residential projects in São Paulo, with a combined investment of approximately R$ 1.7 billion and an expected general sales value (GSV) of R$ 6 billion. For Cyrela, the deal represents an opportunity to expand its projects beyond the limits of its own — albeit solid — balance sheet.
In the retail sector, another highlight in 2024 was the merger between Arezzo&Co and Grupo Soma, resulting in the creation of Brazil’s largest fashion conglomerate, with a projected combined revenue of around R$ 12 billion. At the time of approval, CADE (Brazil’s antitrust authority) emphasized that «the transaction would generate synergies in sales channel management, optimization of industrial operations, and the potential development of new business lines.»
These examples reflect different models of business integration, each with distinct legal implications. A joint venture is characterized as a commercial partnership between companies seeking to collaborate on a specific project, sharing risks, resources, profits, and losses. This structure may be formalized through the creation of a new legal entity (corporate joint venture) or through a cooperation agreement without forming a new legal entity (contractual joint venture), often established for a fixed term.
In contrast, a merger involves the consolidation of two or more companies into a single corporate entity, with full succession of assets, liabilities, rights, and obligations.
More than mastering technical concepts, it is essential for those involved to understand that legal counsel should be present at every stage of these processes — far beyond merely handling documentation. Legal support is crucial from the initial phase, in defining the most suitable structure for each case and objective, conducting due diligence, identifying risks, and crafting essential clauses — covering governance, exit mechanisms, conflict resolution, and asset protection — in addition to mitigating labor, tax, environmental, and antitrust risks.
It is clear that inorganic growth and corporate restructuring strategies require not only well-founded business decisions but also a highly specialized legal approach. Proper structuring, alignment with strategic goals, risk mitigation, and regulatory compliance are key factors for ensuring the success and safety of these transactions.
In this ever-evolving environment, specialized legal support is no longer a differentiator — it is a critical element for enabling and securing such operations.
Vaz de Almeida Advogados has a team specialized in corporate law, commercial contracts, and M&A, ready to assist companies at every stage of these processes — from preliminary analysis, legal structuring, and due diligence to contract negotiation and full implementation of the transaction.
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