Mergers and Acquisitions: M&A
Legal advice on the purchase and sale of companies, equity interests and assets.
An M&A transaction requires aligning the intended deal with the corporate structure, liabilities and necessary approvals. The acquisition of shares or quotas produces different consequences from the acquisition of assets. In regulated companies, changes of control and reorganizations may depend on review by the competent authorities. Antitrust assessment is also part of the preparation when the legal criteria for submission to Cade are met, without replacing the review of other authorizations.
Legal work includes due diligence, negotiation of documents and organization of the conditions for signing and closing. Representations and warranties, price adjustments, holdbacks and indemnities must reflect the risks identified. Material contracts, third-party rights and obligations toward employees or data subjects may also affect the transaction. After closing, integration requires follow-up on corporate acts and remaining obligations, preserving the distinction between the negotiated purchase and the conditions necessary for its implementation.
Our work
- Legal due diligence and contingency matrix
- Acquisition agreements and closing conditions
- Corporate acts and review of regulatory approvals
Are signing and closing of an acquisition always simultaneous?
No. Closing may depend on conditions precedent, such as regulatory approvals, consents or reorganizations. The documents must establish what each party may do during that interval.
Editorial review: