PRACTICE AREA

M&A and Corporate

Counsel to buyers, sellers, founders and investors on M&A, reorganizations and governance, with a partner close to the matter from term sheet to closing.

Practice Overview

M&A and Corporate Counsel in Brazil

PSNA advises on domestic and cross-border M&A and on the corporate life of companies, from shareholder agreements to group reorganizations. Many of our mandates involve insurers, direct credit companies (SCDs), finance companies and payment institutions, where Central Bank or SUSEP approval is part of the path to closing.

Transaction Strategy

We design transaction structures that fit business reality while reducing legal friction in negotiation, approvals, and documentation.

  • Deal structuring aligned to tax, governance, and regulatory constraints.
  • Bid process guidance, term-sheet strategy, and negotiation roadmaps.
  • Seller, buyer, and investor-side support across complex counterparties.

Execution Discipline

Our team keeps each workstream moving in sync so management teams can make faster, better-informed decisions during high-pressure timelines.

  • Due diligence workstreams coordinated across corporate and regulated matters.
  • SPA, SHA, disclosure schedules, and closing sets drafted and negotiated.
  • Signing-to-closing support including conditions precedent and approvals.

Core Services

M&A and Corporate Support

From term sheet to post-closing, including Central Bank, SUSEP and CADE approvals when the deal requires them.

Structuring and due diligence

Deal structures aligned with tax, regulatory and governance constraints, with due diligence focused on material risks.

Transaction documents

Drafting and negotiating share purchase agreements (SPA), shareholders agreements (SHA) and closing documents.

M&A of regulated institutions

Change-of-control approvals from the Central Bank and SUSEP and CADE filings, coordinated with the deal timeline.

Shareholder agreements and governance

Shareholders and quotaholders agreements, boards, committees and policies that bring clarity to control.

Reorganizations and holdings

Mergers, spin-offs, holding structures and group reorganizations.

Incentive plans

Stock options, restricted shares and other long-term incentive plans for executives.

Delivery Framework

How we work

01

Thesis & Scope

Define acquisition thesis, perimeter, and legal priorities.

02

Diligence & Negotiation

Validate risk and negotiate economics, protections, and governance.

03

Approvals & Conditions

Address regulatory filings and closing deliverables.

04

Closing & Transition

Execute signing, closing, and post-deal governance implementation.

Questions companies usually ask first

Frequently Asked Questions

Yes. We advise strategic buyers, founders, private equity and venture capital funds and selling shareholders.

Contact

Talk to PSNA.

Tell us about your matter and timeline. One of our partners will contact you to understand your needs and propose next steps.