Corporate Law and M&A

Cepeda Advogados has a team of experienced and qualified lawyers, dedicated specifically to corporate law and mergers and acquisitions for its Brazilian and foreign clients.

The firm has the capabilities to structure companies engaged in any business area and provide advice from the time in which such companies are first conceived and subsequently throughout their lives. In this practice, we focus not only on the characteristics pertaining to compliance with their everyday corporate obligations, but also on the efficiency and suitability of the structures used by them in view of their intended aims, involving corporate dynamicity and changes that may be required from time to time.

The firm also offers broad expertise in M&A and corporate restructuring.

The activities performed by Cepeda Advogados in its Corporate Law and M&A practice include:

  • advice in connection with conceiving and designing the corporate structure of companies and corporate groups in any areas, involving the preparation of the corporate documents required for their incorporation and the development and preparation of memorandum of understanding and shareholders’ agreements, among other documents;
  • support in the supervision and control of everyday corporate obligations applicable to companies and corporate groups, involving participating in general meetings, preparing all related documents, and taking the requisite steps to file such documents;
  • advice in connection with planning and implementing partnershipstructures and hybrid forms of shareholder participation and compensation;
  • advice in purchases and sales of shareholding interests, as well as in mergers and acquisitions, including, without limitation, transactions within the Asset Management, Investment Fund, and Private Equity industries, including all relevant phases, such as:
    • managing and performing legal due diligence on companies to identify material risks and contingent liabilities involved in transactions;
    • conducting risk assessment and structuring transactions in a manner that is suitable to the risks and contingent liabilities so found;
    • preparing, reviewing, and negotiating all documents required to implement each transaction, including memoranda of understanding, shareholders’ agreements, investment agreements, escrowaccount agreements / security package, as needed to ensure legal certainty;
    • managing closingsand assisting with any ancillary post-closing legal obligations;
  • advice in connection with restructurings of companies and corporate groups, to adapt the existing structures to new financial or operational realities;
  • advice in connection with structuring and/or reviewing from a legal perspective issues of equityor debt instruments by companies, whether relating to Investment Funds or otherwise;
  • advice to asset-holding investors on matters relating to listed companies, including representation at the relevant general meetings;
  • advice in connection with incorporating, designing the corporate structure, and registering financial institutions and similar companies with the Central Bank of Brazil – BACEN, including securities dealers and brokers;
  • advice in connection with conceiving and registering payment processors and credit fintechs with the Central Bank of Brazil – BACEN; and
  • support and assistance to local investors in relation to investments overseas and to non-resident investors in relation to investments in Brazil.

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