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TRANSFORMATION, MERGER, SPIN-OFF, INCORPORATION AND ACQUISITION OF COMPANIES

JACL - Lawyers and Consultants Associated assists in Transformation, Merger, Spin-off, Incorporations of companies.

Our goal is to give the entrepreneur the necessary conditions to evolve and adapt your business to new market realities.

Business Law makes available these institutes for corporate reorganization.

Thus, the operations may occur for a variety of reasons, such as: purchase or sale of business units, the reorganization of activities, gains from economies of scale, mergers effective business groups, tax planning or succession, expansion to absorb customers, incorporation of new technologies and even as a means of reducing competition.

Our work includes, among other activities, legal due diligence and the drafting and negotiation of documents of purchase, such as "Contract of Purchase and Sale of Shares" and "Shareholders' Agreement", as well as the monitoring of procedures post-closing.

Planning on operations of Incorporation, Merger, Spin-Off, Transformation and Acquisition or any other form of corporate reorganization that involves the Company .

Advice on merger and acquisitions of companies.

Legal guidance, draft and analysis of Partnership Agreements in cases of mergers and acquisitions, incorporation, selling and liquidation of companies.

Advice on Incorporation, Merger, Split-Off, Transformation and Acquisition of companies, including advice on tax planning for such corporate reorganizations.

Analysis, structuring and drafting documents, concerning corporate reorganization (Transformation, Merger, Split-off, Incorporation and Acquisition).

Protocol or Preliminary Proposal approved by General Meeting

Content of the Protocol or the Preliminary Proposal

Compulsory clauses

 
The number, kind and class of shares to be allocated to replace the right of members to expire and the criteria used to determine the replacement ratio.

 
The assets and liabilities that form each parcel of property, in the case of a spin-off.

 
Evaluation criteria of equity, the date that will be such valuation, and the treatment of subsequent equity variations.

 
The solution to be adopted with regard to the shares or shares in the capital of one of the companies owned by another.

 
Value of the capital of the companies to be created or the increase or reduction of the capital of the companies that are part of the transaction

 
Draft statute, or amendments to the articles of company, which should be approved to execute the operation.

 
Justification of Operation Agreement of shareholders (Shareholders or quotaholders)

   
Clause of Joint Withdrawal (Tag Along)
       
    The right of preference in the purchase of the shares with right of reversal of provision ( Shot Gun or Buy or Sell)
       
    Right to Acquire Participation of other partners for continuous action, promoting the sale of the shares or quotas, earning profit on the transaction. ( Look-back provision)
       
    Anti-dilution clause and etc
  • Brazil – 295 Aurora Street – Room 1601
  • Level 16 – PENTHOUSE – São Cristovão Building
  • Boa Vista District, - Recife
  • State of Pernambuco – Brazil
  • Zip: 50.050-000
  • Phones: + 55 (81) 3223 – 1982 ou + 55 (81) 3421-2586
  • China - Unit 1901,Level 19,Tower E2,
  • Oriental Plaza, 1East Chang An Avenue,
  • Dong Cheng District, Beijing 100738
  • P.R.C.,China – Phone + 86 10 85200201 or + 86 10 8520 0500
    中国北京市东城区东长安街1号 东方广场E2
    办公楼19层1901,100738 - 手机:+ 86 10 85 200201 or + 86 10 85200500