Legal counsel on the purchase and sale of companies and equity interests, from structuring the transaction to closing.
Understanding the transaction before drafting
An acquisition combines price, form of payment, transfer of control, risks and conditions for the continuity of the business. The legal work considers the structure of the transaction and the parties’ objectives, in dialogue with the other professionals involved.
Legal due diligence and negotiation
Legal due diligence organizes the review of documents and the identification of material contingencies. Its findings shape the questions to be asked, closing conditions, guarantees and liability mechanisms. Its scope depends on the size, sector and characteristics of the transaction.
Transaction documents
Our work may cover confidentiality agreements, memoranda of understanding, quota or share purchase agreements and corporate documents. Price, adjustments, representations and warranties, indemnification and transition obligations need to be examined together.
Closing and post-closing
Verification of the negotiated conditions, organization of the documents and legal coordination of the closing acts. Where included in the scope, our work extends to post-closing obligations, such as contractual adjustments, guarantees, registrations and transition matters.
E-book (in Portuguese)
The full text can be read on the website and the file can be downloaded without registration. This guide is available in Portuguese only.
Compra e venda de empresas e participações societárias: o que negociar no SPA antes de assinar
Purchase and sale of companies and equity interests: what to negotiate in the SPA before signing
A practical guide for business owners and investors on price and payment, due diligence, liabilities and closing in the purchase and sale of equity interests.
Britto Sponton Advocacia · Offices in Porto Alegre and Santa Cruz do Sul, Brazil.