Practice areas Corporate, M&A and foreign investment

Corporate, M&A and foreign investment

Transactions conducted by someone who has sat on both sides of the table: as outside counsel in first-tier firms and as legal director inside multinationals that were buying, selling and setting up in Brazil.

Describe the transaction WhatsApp

Advice that works is written by someone who has had to implement it.

Murray Legal advises clients at every stage of corporate transactions, including mergers, acquisitions, joint ventures, corporate reorganizations and strategic alliances. We act in the structuring, negotiation and implementation of these transactions, covering corporate governance, shareholders’ agreements, financings and tax matters.

The same practice serves the foreign investor arriving in Brazil: incorporation of the company, foreign direct investment, Central Bank registrations, tax structure and the legal support of the first years of operation.

Many transactions stall not for lack of advice, but because of advice the company cannot execute. The experience of running legal departments in multinationals — on the other side of the table, with deadlines and committees to answer to — is what guides our design of each transaction.

Both sides of the table
Pinheiro Neto Advogados Law firm
Baker & McKenzie Law firm
Deloitte M&A
AT&T Latin America Legal director
Huawei Technologies Legal director
ZTE Corporation Legal director
Fidelity Group Legal director

Comparative Corporate Governance — University College London. Postgraduate degree in International Economic Relations Law — FGV.

What it covers
01

Mergers and acquisitions

Purchase and sale of equity interests and going concerns
Legal due diligence and coordination with the other workstreams
Memoranda of understanding and exclusivity agreements
Purchase agreements, representations, warranties and indemnities
Conditions precedent, closing and price adjustments
02

Corporate and governance

Incorporation and reorganization of companies
Shareholders’ and quotaholders’ agreements
Spin-offs, mergers and corporate transformations
Boards, officers’ duties and corporate records
Admission and withdrawal of partners, appraisal of interests
03

Foreign investment in Brazil

Subsidiaries, branches and representative offices
Foreign direct investment and Central Bank registrations
Choice of corporate type and tax structure
Legal representation of foreign shareholders or officers
Remittance of profits, capital and intragroup agreements
04

Joint ventures and alliances

Structuring of joint ventures in Brazil and abroad
Allocation of control, deadlock and exit mechanisms
Partnership, distribution and agency agreements
Contribution of technology, brand and know-how
05

Financing and capital

Capital contributions, capital increases and convertible instruments
Investment agreements and preference clauses
Financings, security packages and related-party loans
Long-term incentive plans for executives
How we work

The transaction is conducted by the partner from start to closing. Tax counsel, valuation experts and foreign lawyers are brought in when the deal requires, with coordination and responsibility remaining with the firm.

Describe the transaction
How we conduct it
01

Understanding the transaction

First conversation with the partner to understand objective, timeline, counterparties and where the risks that could stop the deal lie.

02

Diligence and structure

Due diligence focused on what matters for the decision, and a corporate and tax design defined with the client before negotiation.

03

Negotiation and closing

Contracts, warranties and conditions precedent negotiated at the table by the partner who studied the transaction — not handed off to a separate team.

04

Post-closing

Corporate integration, registrations, governance and the legal follow-through of the new structure’s first years.

Areas that usually come with it
China Desk International wealth and succession Tax Labor and social security Litigation and arbitration Compliance and internal investigations
Initial consultation

Describe the transaction. We reply within one business day.

The first conversation is with the responsible partner, no intermediaries, and serves to define whether and how we can help.

WhatsApp +55 11 99961-3544
WeChat 微信 Eduardo_Murray
Partner’s e-mail eduardo@murray-legal.com.br
Office Av. Brigadeiro Faria Lima, 3729 — 5th floor
São Paulo · SP · 04538-905 · Brazil

Submitting this form does not create an attorney-client relationship. We process personal data in accordance with the LGPD, the Brazilian data protection law, and our privacy policy.

WhatsApp