Our partner Daphne Minerbo published an article on CNN Brasil about a shift that is redefining M&A transactions in data centers: regulatory uncertainty has ceased to be an obstacle to investment, and contractual engineering is becoming even more relevant.
The lapse of the Redata Provisional Measure (MP) and the progress of Bill (PL) 278/2026 have created an environment that calls for caution, but the recent chronology shows that regulatory uncertainty, in and of itself, does not drive capital away. What changes is how risk is assessed, priced and allocated among the parties. In practice:
- Due diligence now examines energy procurement, grid connection and ongoing compliance with the counterparts required under incentive regimes, alongside the traditional topics.
- Conditions precedent tie closing to the implementation or maintenance of regulatory requirements.
- Earnouts and price adjustments are linked to the delivery of energy capacity or to targets relevant to the enjoyment of incentives.
- Indemnification clauses govern liabilities under the tax regime, including the risk of retroactive loss of benefits on assets already qualified under Redata.
As Daphne summarizes in the article, a data center is not a real estate asset with servers inside: the investor buys connection capacity, contracted energy, licenses and a regulatory position. In such a capital-intensive sector, the ability to allocate risk efficiently can be as relevant to the investment decision as the availability of energy.
