Corporate Law and Commercial Contracts

Most serious shareholder disputes do not arise from bad faith. They arise from a generic set of articles of association, signed when the company was small and everyone was in agreement, which ten years later cannot answer the questions that have come to matter: how the interest of a departing partner is valued, who decides on indebtedness, what happens on the death or divorce of a partner, and how an investor can come in without the founder losing control.

When that gap meets a family succession, an acquisition proposal or a falling-out among partners, it ceases to be a drafting detail and becomes a dispute lasting years — usually decided by an expert buyout appraisal of a partner\u2019s interest (apura\u00e7\u00e3o de haveres), not by negotiation.

Who we act for

• Limited liability companies and closely held corporations, on corporate structuring and the review of articles of association and bylaws
• Family-owned businesses, on shareholders\u2019 agreements, governance and management succession
• Minority shareholders, in defending information, voting and withdrawal rights
• Controlling shareholders and officers, in delimiting liability (Art. 1,011 of the Brazilian Civil Code; Art. 158 of Law No. 6,404/1976)
• Partners in conflict, in expulsion, withdrawal, partial dissolution and buyout appraisal proceedings
• Buyers and sellers in acquisitions of equity interests or business establishments

How we work

We work from one premise: corporate documents exist for the day of disagreement, not for the day of signing. Our drafting of shareholders\u2019 agreements and exit clauses therefore starts by mapping the scenarios that actually break up a company — death, divorce, incapacity, voluntary exit, breach of trust, the entry of a third party — and by defining in advance an objective valuation standard, a settlement mechanism and payment terms.

The same logic applies in litigation. In shareholder disputes, the economic value of the case is concentrated in two points: the valuation standard for the buyout appraisal (Art. 1,031 of the Brazilian Civil Code and Art. 606 of the Brazilian Code of Civil Procedure) and the appraisal reference date. It is around these that we build the strategy, not around the merits of the expulsion.

Where a matter requires forensic accounting, an economic valuation or simultaneous work in another jurisdiction, we assemble the project team with the right partner professionals for each front, under the firm\u2019s direct coordination.

Scope of work

• Incorporation of companies and choice of corporate form
• Drafting and review of articles of association, bylaws and the internal rules of management bodies
• Negotiation and drafting of partners\u2019 and shareholders\u2019 agreements (Art. 118 of Law No. 6,404/1976)
• Structuring of exit clauses, tag along, drag along, rights of first refusal, and put and call options
• Corporate reorganizations: mergers, consolidations, spin-offs and conversions
• Structuring of family holding companies and succession governance
• Transfer of a going concern (trespasse) and delimitation of successor liability (Arts. 1,146 and 1,148 of the Brazilian Civil Code)
• Long-term commercial contracts: distribution, supply, commercial agency and joint ventures
• Expulsion and withdrawal of partners; partial dissolution (Arts. 599 to 609 of the Brazilian Code of Civil Procedure)
• Buyout appraisals and disputes over valuation standards and reference dates
• Officers\u2019 liability actions and actions to set aside corporate resolutions
• Defense in piercing-of-the-corporate-veil proceedings (Art. 133 of the Brazilian Code of Civil Procedure)

Related practice areas

Mergers & Acquisitions \u00b7 Arbitration and Litigation \u00b7 Probate and Succession \u00b7 Judicial Reorganization and Bankruptcy

To discuss a specific matter, please get in touch and schedule a consultation.