Business acquisition in São Paulo
Due diligence, share purchase agreement (SPA), earn-out and escrows — on the buyer's and the seller's side. In person at Avenida Paulista or remotely.
5,0 · 18 Google reviewsBuying a company means buying the history along with the business: tax, labor and contractual liabilities that do not appear on the balance sheet. Due diligence is what reveals what is being bought — and the share purchase agreement (SPA) is what allocates the risk between buyer and seller, with escrows, indemnities and earn-out.
The fronts of an M&A transaction.
- Legal due diligenceAudit of the target: corporate, tax, labor, contractual, regulatory and litigation — the risk map that grounds price and protections.
- Share purchase agreement (SPA)Transaction structure: object, price, conditions precedent, representations and warranties, indemnities and liability limitations.
- Earn-out and variable priceA price portion tied to future targets — metrics, assessment and dispute mechanisms when results are questioned.
- Escrows and holdbacksPart of the price withheld against liabilities discovered after closing — the buyer's insurance against surprises.
- Non-compete and transitionSeller's obligations: not compete, not solicit clients and employees, and cooperate in the transition for a defined period.
- Transaction structurePurchase of shares, of assets or spin-off: the design that separates the acquired business from the liabilities left behind — coordinated with the corporate structure.
- Seller's sideThe seller needs symmetric protection: liability caps, survival periods for representations and closing of post-sale obligations.
The price is what you see; the liability is what you discover.
Every M&A deal has two prices: the announced one and the real one — which emerges in due diligence. Unprovisioned labor liabilities, underestimated tax contingencies, a key contract terminable on change of control, undisclosed litigation: each finding changes the price, demands a holdback or, in serious cases, kills the deal.
Structure defines the inherited risk: in a share purchase, the buyer takes the entire legal entity — liabilities included. In an asset purchase or spin-off, the design can isolate the business from the liabilities — with the caveat that labor and tax succession cannot be avoided by choice of form.
The SPA's representations and warranties are the contractual allocation of risk: the seller declares the company's condition and indemnifies if the statement was false. Escrowed holdback, liability cap, survival period for representations and a basket threshold are the gears of the balance — and each favors a different side.
Earn-out resolves disagreement about the future: buyer and seller who disagree on projections can split the difference by tying part of the price to real performance. The mechanism requires objective metrics, management rules during the period and an assessment procedure — without them, it becomes the next dispute.
How we run the case.
- Letter of intent and confidentialityNDA and LOI with base terms: price, structure, exclusivity and the diligence period.
- Due diligenceFull legal audit of the target — a risk report grounding the negotiation.
- Negotiate the SPAPrice, conditions, representations, indemnities, holdbacks and earn-out.
- Closing and transitionSigning, conditions precedent, payment and transfer — with a contracted transition period.
- Post-closingEarn-out assessment, indemnity enforcement and management of post-sale obligations.
What to bring to the first conversation.
Documents that speed up the review
Due diligence starts with the target's full documentation — the document request is the deal's first test.
- Articles of organization, minutes and amendments
- Balance sheets and statements for recent years
- Tax, labor and protest clearance certificates
- List of material contracts
- Mapped labor and litigation liabilities
- Shareholdings and guarantees
- Licenses, permits and regulatory registrations
- List of assets and intellectual property
Case review and a written proposal before any step is taken. Informational content under Brazilian Bar Association Rule 205/2021 — it does not replace an assessment of your case.
What clients say on Google.
“From the very start I was looked after exceptionally. The team is attentive and explains every step.”
Amanda M. · Google“Excellent, highly qualified professionals. I highlight the professionalism, the service and the honesty.”
Rita G. · Google“Very polite, patient, always with precise, accurate answers. I recommend them with no reservations!”
Thais T. · GoogleTranslations of real client reviews published on Google.
Who leads this area.
Partner responsible for the corporate practice (OAB/SP 344.334). Postgraduate in Corporate Law (FGV), he works on company formation and restructuring, shareholder agreements, contracts and succession planning. Member of AASP and AIPLA. Fluent in English.
Meet Renato FalchetCommon questions.
What does due diligence examine?
Corporate (structure and decisions), tax (debts and contingencies), labor (liabilities and practices), contractual (material contracts and change-of-control clauses), regulatory (licenses) and litigation. The outcome defines price, holdbacks and, sometimes, withdrawal.
Buying shares or assets — what is the difference?
In a share purchase, the buyer takes the whole company, with all liabilities — hidden or not. In an asset purchase or spin-off, the design can isolate the business from the liabilities, but the law limits the shielding (labor and tax succession do not depend on the chosen form).
What is an earn-out?
A price portion conditioned on the company's future performance — revenue, EBITDA, client retention. It resolves disagreement over projections, but requires objective metrics, management rules during the period and an assessment procedure so it does not become a dispute.
What protects the buyer from liabilities discovered later?
Seller representations and warranties plus a price holdback in escrow: if a representation was false or a liability emerges, the retained amount covers the indemnity. Liability caps and survival periods balance the protection.
Can the seller open a competitor after selling?
No, if the contract has a non-compete clause — which needs defined scope, territory and term to be valid. The same logic protects against solicitation of clients and key employees.
How long does an M&A deal take?
From LOI to closing, mid-market deals take three to six months — due diligence and SPA negotiation consume most of the time. Deals with regulatory approval or complex earn-outs can take longer.
Is the deal priced — or is the risk mapped?
Send the deal terms and available documentation: we design the due diligence, the SPA and the right protections, with a written proposal.