Corporate and Structured Transactions

A corporate structure that supports growth

Corporate law, structured transactions and governance for companies operating in Brazil

Many disputes between partners start with a generic articles of association or an agreement that was never written. We structure the company, the rules among partners and purchase and sale transactions so that the business can grow without improvisation.

Moments that call for corporate counsel
1

Partners joining or leaving, or changes in the division of quotas.

2

Purchase, sale or merger of companies and entry of investors.

3

Succession planning in family businesses.

4

Disagreements between partners on management, profit distribution or strategy.

M&A
Purchase and sale of companies, from term sheet to closing
DD
Legal due diligence with prioritized risk reports
GOV
Corporate governance and shareholders' agreements
Our approach

The articles of association are
the rules of the game

Our corporate practice deals with how the company is organized, who decides and how partners join, coexist and leave. It is preventive by nature: a well-drafted shareholders' agreement avoids years of litigation.

In M&A transactions, we conduct the legal due diligence, negotiate the transaction documents and handle the closing, translating every risk identified into price adjustments, guarantees and protective clauses.

The practice is led by founding partner Conrado Hilsdorf Pilli, with more than 20 years of experience in restructurings, M&A and corporate governance for family businesses and corporate groups.

Tailor-made documents

Articles of association, bylaws and shareholders' agreements drafted for the reality of each company, not from generic templates.

Risk translated into clauses

Due diligence findings become price adjustments, guarantees, holdbacks or seller representations in the transaction agreement.

Family and business perspective

In family businesses, we balance succession, asset organization and continuity of management.

Services

What we do for your company

From incorporation to purchase and sale transactions, focused on security and predictability for partners.

01

Incorporation and restructuring

Choice of corporate type, articles of association and bylaws, conversions, spin-offs, mergers and incorporations.

02

Shareholders' agreements

Voting rules, rights of first refusal, tag-along, drag-along, exit of partners, non-compete and deadlock resolution mechanisms.

03

Mergers and acquisitions (M&A)

Counsel on the purchase and sale of companies and equity interests, from the letter of intent and memorandum of understanding to closing.

04

Legal due diligence

Corporate, contractual, labor, tax and litigation review, with a prioritized risk report for the negotiation.

05

Holding companies and succession planning

Structuring of asset and family holding companies, family protocols and succession planning for management and assets.

06

Corporate governance

Advisory boards, internal rules, policies and approval thresholds to professionalize decision-making.

07

Entry and exit of partners

Transfer of quotas, valuation of equity interests, expulsion and withdrawal of partners, with attention to liability for company obligations.

08

Investment and fundraising

Legal structuring of investment rounds, convertible loans and entry of strategic investors.

First conversation

Changing the shareholding structure or negotiating a company?
Structure it before signing.

In a first conversation, we understand the transaction, the partners involved and the points that must be protected in the agreement.

Talk to the team →

Service via WhatsApp, in English or Portuguese

Frequently asked questions

Questions about Corporate and Structured Transactions

It is the contract that complements the articles of association and governs sensitive matters among partners, such as voting rules, sale of interests, exit, succession and deadlock resolution. It reduces uncertainty precisely when tensions are highest.
Under the Brazilian Civil Code, a partner who transfers quotas or withdraws remains, as a rule, liable for the obligations held as a partner for up to two years after the amendment to the articles of association is registered. Registering the exit promptly is therefore essential.
In a limited liability company (Ltda.), yes, in specific situations. The Civil Code allows out-of-court expulsion for just cause when the partner endangers the continuity of the business through acts of undeniable seriousness, provided that the articles of association allow it, the decision is taken by the majority of the capital and the partner has the opportunity to defend themselves.
It is the legal review carried out before a relevant acquisition, investment or partnership. It identifies liabilities and contingencies, such as debts, lawsuits and labor and tax issues, that may change the price or require guarantees in the agreement.
To organize the management of assets and the succession of a business family, concentrating assets and equity interests in a company. The structure requires case-by-case tax and corporate analysis, since its benefits depend on the asset profile and the family's goals.

Before the next corporate change, a conversation.

Talk to the Corporate and Structured Transactions team at Pilli & Fanucchi.

Meetings in Campinas or by videoconference, in English or Portuguese.

Contact

Talk to our team

How the first contact works

1

You describe the situation

Tell us briefly about your company and its main question or need.

2

Our team gets in touch

We schedule a call, a videoconference or an in-person meeting.

3

You receive initial guidance

We indicate the possible paths and, if appropriate, present a fee proposal.

Briefly describe your company's need. One of our lawyers will get in touch.

Your information will be treated confidentially, under our Privacy Policy and attorney-client privilege.

Other practice areas

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