Strategic legal and tax advisory for the secure and efficient execution of merger and acquisition transactions between Brazil and the United States.
The success of an M&A transaction lies not only in the agreed price, but in the structure through which it is executed. An inadequate structure can result in an unexpected tax burden that erodes value for the seller, or create contingencies and integration difficulties that impact the buyer over time.
In cross-border transactions, where legislation from different countries interacts, the risk of deficient execution intensifies.
The real value of a transaction is built — or compromised — in 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, tax, and operational risks.
We structure the transaction to optimize the net after-tax outcome and reduce exposure to subsequent contingencies.
We act as the 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 implications involved.
In-depth legal and tax due diligence on the target company, with a focus on identifying material risks, liabilities, and contingencies.
Technical advisory in the negotiation of essential clauses of the purchase and sale agreement, including representations and warranties, indemnification mechanisms, and escrow structures.
Coordination of closing acts and support for the legal and tax integration of operations following the completion of the transaction.
Our ability to analyze a transaction in an integrated manner under both Brazilian and American law represents a meaningful technical advantage.
We structure the divestiture through the most tax-efficient legal form, with a focus on the proper classification of capital gains in Brazil.
The acquisition is structured to allow for the correct tax treatment of goodwill, in compliance with United States legislation.
This binational perspective enables us to identify structural efficiencies and anticipate risks that are typically overlooked when the analysis is conducted from a single jurisdiction.
Our work is suited for transactions involving the reorganization, acquisition, or divestiture of equity interests in transnational contexts, including:
Engaged in the acquisition of businesses in the United States or the reorganization of existing international structures.
Or international groups acquiring equity interests or assets in Brazil.
Of Brazilian companies undergoing full or partial sale of their equity interests to foreign investors.
Engaged in acquisition, restructuring, or divestiture transactions along the Brazil–United States axis.
In merger and acquisition transactions, the legal and tax structure is decisive for preserving the economic value at stake. A thorough analysis at the right moment reduces risks, anticipates contingencies, and ensures coherence between price, structure, and final outcome.
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