The Law Firm
Arduin Advogados Associados is exclusively dedicated to matters of Commercial Law, with an emphasis on Corporate Law and business agreements, for both national and international transactions.
The firm was established to render highly specialized legal services with efficiency, objectivity, a high standard of technical competence and personalized service. It stands out for the solid legal expertise of its members, who combine professional experience accrued in traditional law firms with a robust academic background.
The Firm also keeps close professional relationships with other Law Firms that are specialized in other fields of Law, such as, for instance, Tax Law, Real Estate Law and Labor Law, which also have high standard of technical approach and solid legal expertise, allowing the rendering of a comprehensive legal assistance to its Clients in all necessary fields related to the Business and Corporate Law.
Organization of companies, drafting of the respective documents and follow-up of applicable registrations. Amendments to charters and bylaws.
Assistance in corporate shareholders' meetings and partners' meetings of limited liability companies, and drafting of the corresponding documents and corporate books.
Assistance in meetings of management bodies and drafting of the respective meeting minutes. Drafting of internal company policies.
Partners' and Shareholders' Agreements.
Business-related contracts, such as for purchase and sale of assets and establishments, assignment and transfer of equity participations, usufruct, and put and call options.
Partner conflicts and corporate disputes: legal assistance for the resolution thereof.
Assistance in the establishment of business partnerships such as joint ventures and business consortiums.
Assistance in the negotiation and drafting of business agreements, including agency, distribution, supply, commercial representation and franchising agreements.
Assistance in corporate operations such as pledges, escrow agreements and corporate guarantees.
Guidance in corporate and business matters related to family-owned companies, including drafting of corporate agreements and internal policies taking into account the unique characteristics of each case.
Legal assistance for family-owned companies and holding companies.
Estate and succession planning, donation of equity participations, usufruct, offshore companies, trusts and private foundations.
Assistance for Family-Owned Companies, Estate and Succession Planning
Advice to clients seeking to invest in Brazilian companies, taking into account the applicable legal and regulatory aspects.
Drafting of relevant legal instruments to ensure feasibility of the envisaged investment.
Follow-up and enrollment of foreign investments with the Central Bank of Brazil.
Assistance in the establishment of companies controlled by foreign shareholders.
Assistance in the setting up of legal branches of foreign entities.
Mergers and Acquisitions (M&A)
Guidance on and supervision of legal due diligence to check for possible contingencies.
Drafting and assistance in the negotiation of agreements and instruments related to merger and acquisition projects, such as letters of intent, confidentiality agreements, asset and share buy and sell agreements, shareholders' agreements, underwriting agreements, representations and warranties, ancillary contracts etc.
Assistance in corporate reorganization operations, such as conversions, establishment of holding companies, mergers, amalgamations, spin-offs, and stock-for-stock transactions.
Review and structuring of companies' corporate governance model, taking into account the particularities of the case, adopting and implementing the control and management bodies' structure, as well as drafting the internal policies and rules (CGP) that will govern the management, as well as the relationship between the shareholders or partners and those bearing management positions.
Review and structuring of the monitoring routine to follow and control the actions taken by the management to assure compliance with the CGP.
Coordination, management and supply of technical supervision regarding special projects involving all phases of corporate and/or business restructuring plans, as well as turnaround management processes, judicial or extrajudicial recovery plans, purchases and sales of business units or assets, entering of new shareholders, issuance of debt bonds (debentures), among others.
Drafting and review of the legal and contractual instruments required to the full implementation of the project.
Legal assistance in the drafting and incorporation of the new business vehicle.
Legal assistance related to investments and business partnerships, including the definition of the most suitable contractual and corporate structures, capitalization schemes, guarantees and methods for liability mitigation.