For decisions that require a well-founded structure.
The success of an M&A transaction lies not only in the agreed-upon price, but in the structure through which the deal is executed. An inadequate structure can result in an unexpected tax burden that erodes value for the seller, or create contingencies and integration hurdles that impact the buyer over time.
In cross-border transactions, where legislation from different countries interacts, the risk of deficient execution intensifies.
The true value of a transaction is built — or compromised — within the architecture of the deal.
Our role as M&A advisors is focused on transaction engineering. We do not originate deals, but we ensure they are structured and executed in the most appropriate manner.
We design the acquisition structure with a focus on future integration and the mitigation of legal, fiscal, and operational risks.
We structure the transaction to optimize net returns after taxation and to reduce exposure to subsequent contingencies.
We act as guardians of the structural soundness upon which the transaction is built.
Definition of the legal structure of the transaction and preliminary modeling of the tax impacts involved.
Conducting in-depth legal and tax due diligence on the target company, focusing on the identification of relevant risks, liabilities, and contingencies.
Technical advisory in negotiating essential purchase and sale agreement clauses, including representations and warranties, indemnification mechanisms, and holdback structures.
Coordination of closing actions and support for the legal and tax integration of operations following the completion of the transaction.
Our capability to analyze a transaction in an integrated manner under both Brazilian and US legislation constitutes a significant technical differentiator.
We structure disposal transactions through the most efficient legal form, focusing on the proper qualification of capital gains in Brazil.
The acquisition is structured to enable the correct tax treatment of goodwill, in compliance with United States regulations.
This binational perspective allows us to identify structural efficiencies and anticipate risks that are typically missed when analysis is conducted from a single jurisdiction.
Our services are designed for operations involving the reorganization, acquisition, or disposal of corporate equity stakes in transnational contexts, including:
Acquiring businesses in the United States or reorganizing existing international structures.
Or international groups acquiring equity stakes or assets in Brazil.
Of Brazilian companies undergoing full or partial sales of their stakes to foreign investors.
Engaged in acquisition, reorganization, or divestment operations within the Brazil-United States axis.
In mergers and acquisitions, the legal and tax structure is decisive for preserving economic value. Proper analysis at the right time helps reduce risks, anticipate contingencies, and ensure consistency between price, structure, and final outcome.
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