Pratice Areas Corporate Law
Mergers and Acquisitions
We assist in mergers and acquisitions transactions across all stages, promoting well-founded decisions and seamless integration between corporate, tax, labor, and antitrust practices.
Mergers and acquisitions (M&A) transactions are strategic for growth, expansion, and reorganization, requiring rigorous analysis and multidisciplinary coordination.
Preliminary assessment, due diligence, and the negotiation of essential instruments such as the LOI (letter of intent), purchase and sale agreements, and shareholders' agreements determine the viability and balance of transactions in mergers and acquisitions processes.
Our intervention combines technical expertise with a practical understanding of the corporate, tax, labor, and regulatory impact of each decision, allowing us to structure robust mergers and acquisitions transactions aligned with business objectives.
Services
We support all phases of mergers and acquisitions transactions, from strategy definition, target identification and onboarding, and obtaining regulatory approvals, to execution and post-transaction integration. We structure transactions involving the purchase and sale of shares (share deals) or asset purchases (asset deals), assessing corporate, competition, tax, and labor impacts, and we interact with regulatory entities whenever necessary.
We negotiate critical clauses such as representations and warranties, price adjustments, conditions precedent, indemnities, confidentiality, and non-compete clauses, focusing on transaction viability and risk reduction. In mergers, we manage the entire formal process, including merger proposals, general meetings, and mandatory registrations. We coordinate multidisciplinary teams to ensure secure execution and maximize the value of each transaction within the context of mergers and acquisitions.
Within the context of mergers and acquisitions transactions, due diligence allows the buyer to adjust the price, negotiate warranties, or opt for an asset purchase when corporate liabilities are too high. We conduct comprehensive due diligence, assessing the target company's financial, tax, corporate, labor, environmental, and regulatory standing.
Our work involves analyzing financial statements, material contracts, contingent liabilities, lawsuits, intellectual property rights, compliance, administrative authorizations, and real estate assets, identifying risks and opportunities for mergers and acquisitions. We also support sellers in preparing data rooms, enabling greater transparency and the mitigation of contingencies.
We prepare and negotiate LOIs that define exclusivity, confidentiality, indicative terms, and timelines, clearly distinguishing binding from non-binding clauses. The objective is to ensure alignment between the parties before moving forward with due diligence and the definitive agreement in mergers and acquisitions transactions.
We provide support in identifying the assets to be acquired, such as movable property, real estate, contracts, and intellectual property, verifying any existing encumbrances, assessing price adjustments, and drafting the final asset purchase agreement. We analyze the transfer regime for contracts and licenses, as well as the tax and labor liabilities associated with the assets, ensuring the buyer obtains clear titles without hidden contingencies.
We also advise on the need for regulatory approvals and notifications to the Portuguese Competition Authority, where applicable, to ensure full regulatory compliance of the transaction under Portuguese law.
We draft and negotiate shareholders' agreements covering matters such as the composition and powers of corporate bodies, quorums and veto rights, dividend policies, restrictions on share transfers, right of first refusal, drag-along and tag-along clauses, deadlock resolution mechanisms, and exit strategies. In mergers and acquisitions transactions, we coordinate these agreements with the purchase and sale contract and the applicable legal framework, ensuring a stable corporate structure post-transaction.
Our approach
In-depth due diligence
Identifying legal, tax, and operational risks relevant to decision-making in mergers and acquisitions transactions.
Structured negotiation
Preparing and negotiating LOIs, purchase and sale agreements, and shareholders' agreements.
Sustainable integration
Coordination with other practice areas of the firm to ensure a comprehensive view of the transaction.
FAQs
Whenever the acquisition or sale of companies, mergers, investor entry, group reorganizations, or individual asset purchases are at stake. Legal support allows for the proper structuring of mergers and acquisitions transactions, managing corporate, tax, labor, and competition risks, and approaching the transaction with greater security.
Due diligence identifies legal, tax, labor, environmental, regulatory, and compliance risks before the final decision to move forward with a mergers and acquisitions process. For the buyer, it allows for price adjustments, negotiating warranties, and deciding between a share acquisition or an asset purchase. For the seller, it helps prepare the data room and reduce contingencies that could stall the transaction or lower its value.
The LOI structures the initial phase of the transaction: it defines exclusivity, confidentiality, indicative price, structure (share deal or asset purchase), timeline, and key conditions precedent. We expressly distinguish binding clauses from purely indicative ones so that both parties know their level of commitment before moving forward with due diligence and the definitive contract.
The choice depends on several factors: the type of business, existing liabilities, employment regimes, active contracts, licenses, tax framing, and future objectives. We analyze these elements and simulate scenarios so the company can make an informed decision on whether to take over the corporate entity as a whole or acquire only specific selected assets.
Shareholders' agreements regulate governance, quorums, vetoes, dividend distribution, restrictions on share transfers, right of first refusal, drag-along and tag-along clauses, as well as deadlock resolution mechanisms. In M&A, we design these agreements in coordination with the purchase and sale contract and the Portuguese Commercial Companies Code to ensure corporate stability post-transaction.
Mergers and acquisitions transactions do not end with the execution of the initializing act. They may require notification to the Competition Authority, amendments to the articles of association, adaptation of corporate structures into private limited liability companies (Lda.) or joint-stock companies (S.A.), and reviews of commercial contracts and intellectual property. We work in an integrated manner with commercial, corporate, and competition law to ensure that mergers and acquisitions transactions are legally viable and practically executable.
Ideally, before any significant commitment is made: as soon as the purchase or sale opportunity arises. This allows us to structure the LOI, due diligence, financing model, and negotiation strategy from the outset, avoiding preliminary commitments that are difficult to correct later.
Yes. After closing, we can assist in harmonizing contracts, compliance policies, labor relations, corporate structures, and intellectual property protection, as well as implementing the rules of the shareholders' agreements. The objective is for legal integration to run parallel to the operational integration of the business.