Areas of expertise

Corporate transactions in general, joint venture, leveraged buyout, management buy in/out, reverse merger, roll-up, earn-out, structure for options, vendor loan, escrow account, hostile acquisitions, renegotiation with acquisition, carve-out, investment arrangements, non competition, mechanisms for purchase, combining, reorganization or equity / asset investment.

Mergers, spin-offs, amalgamations and acquisitions (part, control and full), assisting sellers and buyers, negotiation, drafting / review of the documents necessary for the implementation of the transaction and conducting of legal due diligence.

Nonprofits, corporations and limited liability companies. Incorporation of vehicles and dissolution of companies, drafting / review of all corporate acts, shareholders’ / partners’ agreements, operational arrangements.

Angel investment, joint venture, financial participation agreement, convertible loan, vesting, debentures, private equity, subscription of quotas or shares, venture capital.

Asset contribution / drop down, corporate transformation, financial and/or organizational rearranging of group, financial modeling for future investment or sale, corporate restructuring or allocation / sale of assets or equity control. All steps until full implementation.

Services agreements, agreements related to intellectual property (trademarks, patents, technology transfer, franchise, software, domain names, hosting, all types of license and sale), loan agreements, assignment of rights / credits, EPC, financial and operating lease, all types of purchase and sale, distribution, agency, tolling arrangement, lease, loan for use, exchange, donation, confidentiality and all types of related collateral depending on the specific transaction.

Expansion, asset allocation, development of mechanisms for intangible and/or strategic assets, governance, planning and placing of assets, corporate or family holding (pure, mixed), donation of quotas or assets with retained life estate, partners’ or quotaholders’ agreements with succession rules, family protocol, management replacement by succession, structures of retained use, last will and testament, life insurance, individual retirement account / variable life insurance plan, trusts and exclusive funds with structured investments, international subsidiary, exchange rate protection.

Purchase and sale, lease, real estate development, partnership, exchange of real estate, incorporation of silent partnerships / SPCs, sale and lease back, built to suit, specific structures for proceeds from leased properties, land subdivision, transactions involving rural land and real estate auditing.

Pre-litigation legal advice with definition of different approaches, language to be adopted and feasible timing for communication, selection and organization of evidentiary material, public court litigation or private arbitration tribunals (filing of claims and defense), including crisis prevention and management, complex disputes, preliminary production of evidence (pre-action discovery), asset tracking and disregard of legal entity, corporate dissolution, enforcement of specific obligations, fraud against creditors / enforcement proceedings, freezing of monies or assets, seizures, interim and injunctive relief measures, asset recovery and damages compensation.

Disputes involving challenges to corporate resolutions, directors’ and officers’ liability, breaches of fiduciary duties by directors or officers, controlling shareholders, managers and partners, disputes among partners or shareholders (exclusion, withdrawal, partial dissolution and valuation of equity interests) and abuse of controlling power.

Extrajudicial and judicial probate and estate administration proceedings, whether uncontested or contested, guardianship proceedings, accounting actions, concealment or misappropriation of estate assets, judicial devolution/presentation of donations, supplemental distribution of after-discovered assets, filing, registration and enforcement of wills and annulment actions.

Advising and representation in matters involving marriage, divorce and the formation, recognition and dissolution of domestic partnerships/common-law unions, whether extrajudicial or judicial, consensual or contested, including paternity investigations, parental alienation, concealed assets, division of marital property, child custody and visitation arrangements, child and spousal support and enforcement proceedings.

General civil litigation.

Drafting and review of employment agreements (including variable compensation, stock option plans and other fringe benefits), as well as advisory services relating to hiring, employee performance and termination of employment relationships.

Extrajudicial negotiations, disputes and judicial settlements.