M&A & Foreign Investment in Brazil
Acquisitions, due diligence, venture capital, corporate venture, shareholder disputes between Brazilian and foreign parties.
Acquiring and Selling Equity in Brazilian Companies for Foreign Investors: Protection and Exit Clauses
Foreign investor M&A in Brazilian company: SPA (S.A.) or QPA (LTDA), price adjustments, R&W, escrow, earn-out. Triggers RDE-IED at Central Bank.
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Shareholder Disputes Between Brazilian and Foreign Partners: Arbitration, Exit Clauses, International Forum
BR-foreign shareholder disputes have 2 lines: prevention via shareholders' agreement, enforcement via arbitration (Law 9,307/1996 + NY Convention).
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Due Diligence and M&A in Brazil for the Foreign Buyer: What to Audit First
Brazilian M&A due diligence: 7 areas — labor, tax, corporate, IP, LGPD, contracts with change-of-control, regulatory licenses.
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Venture Capital and Corporate Venture in Brazil for Foreign Investors: Term Sheet, SAFE, Convertible Notes
Foreign investor in Brazilian startup: 4 paths — shares/quotas, Brazil SAFE, convertible loan, recognized investor (LC 182/2021). Triggers RDE-IED.
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