Business Law

Corporate Law & Financial and Capital Markets

We structure companies, M&A transactions and fundraisings with a business mindset, from the first shareholders’ agreement to the investment exit.

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Practice fronts

  • 01Corporate and governance
  • 02M&A and investments
  • 03Financial and capital markets

25 services on this page

How we work

Corporate Law & Financial and Capital Markets with a business mindset

Corporate structure defines who decides, who invests and how each shareholder earns and exits. That is why we treat corporate law as a strategic tool: articles of association, bylaws and shareholders’ agreements written for the company you want to build, not only for the one that exists today.

We advise on mergers and acquisitions, corporate reorganizations, funding rounds and Private Equity and Venture Capital deals, handling due diligence, negotiation and closing. In financial and capital markets, we structure securities offerings, funds and investment vehicles.

Every transaction is led by partners, with tax and regulatory work integrated from day one, so that the value negotiated is not lost to costs and risks that could have been foreseen.

Foreign DeskSupport for foreign companies and investors in Brazil.

What we do

Corporate Law & Financial and Capital Markets services

25 services led by partners, with defined scope, timeline and fees.

Corporate and governance

  • Company formation (LTDA, SLU and S.A.)
  • Articles of association and bylaws
  • Shareholders’ and quotaholders’ agreements
  • Corporate governance and boards
  • Mergers, spin-offs, amalgamations and conversions
  • Corporate reorganizations
  • Corporate acts and shareholders’ meetings
  • Shareholder exits, expulsions and buyouts
  • Stock options, vesting and partnership plans

M&A and investments

  • Mergers and acquisitions (buy side and sell side)
  • Legal due diligence
  • Term sheets, MoUs and share purchase agreements
  • Joint ventures
  • Private Equity and Venture Capital
  • Funding rounds and convertible notes
  • CADE merger filings
  • Earn-outs, escrow and price adjustments

Financial and capital markets

  • Debentures and commercial notes
  • Structuring of FIPs, FIDCs and other funds
  • Receivables securitization
  • Foreign investment and Central Bank registration
  • Foreign exchange and cross-border remittances
  • Structured credit and collateral
  • CVM and Central Bank regulation
  • Asset tokenization

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Frequently asked questions

Questions about Corporate Law & Financial and Capital Markets

When does a company need a shareholders’ agreement?

Whenever it has more than one shareholder. The agreement sets decision rules, entry and exit, rights of first refusal, tag-along and drag-along and dispute resolution, matters the articles usually leave open.

How long does an M&A deal take in Brazil?

Straightforward deals usually take three to six months from the letter of intent to closing. Regulated sectors, CADE approval and extensive due diligence can extend the timeline.

Does the firm advise foreign investors?

Yes. Through the Foreign Desk, we structure foreign capital inflows, the investment registration with the Central Bank and the governance of Brazilian subsidiaries.

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Practice

Let’s talk about your business.

Start with an assessment of your company’s legal structure.

Schedule a meeting Contact us contato@chambarelli.com.br