Business and Corporate Law

The firm’s performance in Business and Corporate Law areas is led by partners Rabih Nasser and André Martin. Rabih Nasser has more than 20 years of experience in corporate and business law and is also a professor at Escola de Direito de São Paulo of Fundação Getulio Vargas (FGV Direito SP). Partner André Martin also has a great experience at the area. He holds a PhD degree in corporate law and was a visiting researcher at Georgetown Law Center, in Washington D.C.

“This well-regarded corporate and general business law practice regularly assists clients in anti-dumping investigations concerning foreign imports and requests for tariff alterations. Also has experience advising on WTO, trade customs and import licensing matters.” – CHAMBERS LATIN AMERICA, 2017

The firm’s experience in business and corporate law can be divided into 4 sub-areas:

Mergers, Acquisitions and Structured Operations:

advisory services in purchase and sale of companies, reorganizations, formation of consortia, associations and joint ventures.

Foreign Investments and Capital Markets:

advisory to national and foreign clients in the incorporation of companies and/or funds, advisory to offerers and intermediaries of public offers of securities, focusing on the debt restructuring and structured finance.

Contracts:

advisory in negotiation and execution of contracts involving marketing of goods and services and other types of economic cooperation.

Corporate Governance and Business Ethics:

advisory to corporate acts required for companies’ management; drafting, adaptation and development of compliance programs and codes of conduct.

Mergers, Acquisitions and Structured Operations

Since the beginning of its activities in 2008, the firm acts in diverse transactions to different economic groups, mainly related to the infrastructure and regulated sectors, such as:

Sectors

Port; Electricity; Highway Concessions; Logistics; Construction; Mining; Chemistry; Cosmetics and Medicaments; Biomedicine; Apparel / Clothing; Industrial Laundry; Rubber Tires.

The main activities developed in these cases were:

Planning, structuring, negotiation and implementation of acquisitions and sales of equity or assets, investments, companies’ organization, joint ventures or associations, as well as corporate restructurings;

Conduction of due diligence procedures, including organization of data rooms;

Drafting, review and negotiation of documents to be signed for closing of transactions, especially share purchase agreements and shareholders’ agreements;

Revision and support to clients after the closing in relation to the obligations to be implemented;

Communication to the Conselho Administrativo de Defesa Econômica (CADE) of acts of economic concentration.

Contracts

- Draft and negotiation of national and international contracts:

- Contracts for the purchase and sale of goods;

- Distribution and agency contracts, as well as other forms of business cooperation;

- Contracts for the provision of guarantees;

- Accessory contracts of commercial and business nature, such as exclusivity and confidentiality agreements;

- General consulting and service agreements;

- Joint venture and partnership agreements.

- Corporate governance and Business Ethics

- Drafting and improvement of rules and principles of corporate governance.

- Support in corporate disputes, in judicial or arbitral cases, as well as in business mediations.

- Draft of corporate documents, such as bylaws, shareholders’ agreements, investment agreements, put/ call options and other contracts or clauses necessary to regulate corporate relations.

- Review, drafting and implementation of compliance programs and /or better practices and internal controls.



Foreign Investment and Capital Markets

- Advisory to intermediary institutions and offerors of public offers of securities, such as debentures and promissory notes.

- Draft of contracts and corporate documents for debt restructuring and structured finance.

- Assistance to companies, financial institutions and funds in the compliance with regulatory rules.

- Consulting on regulatory aspects of investment funds.

- Structuring and registration of investment funds in Brazil and assistance to investors in new contributions or financing cycles.


More Information

Rabih Nasser
rabih.nasser@nasser.adv.br

André Martin
andre.martin@nasser.adv.br