OMB - Areas Of Expertise - Societal and M&A

The societal relationships need a suitable regulation, through formal adjustments, in order to prevent conflicts and favor the living between the partners. These adjustments are equally necessary in mergers and acquisition operations, allowing the maximum amount of legal security for the involved parties in the exchange of the business.

Our work involves a strategic and specialized consultancy in the societal organization processes, in the implementation of corporate governance standards, in conflict and negotiation settlement and in the legal formalization of the mergers and acquisition operations.

Among our practices, we highlight:

Elaboration of shareholders agreement, social contracts, statutes, assembly record and board of directors regiments.
Negotiation advising in the operations of purchase and sale of companies and assets.
Due diligence holding in order to identify and quantify the risks of tax, civil, labor, social security, environmental, contractual litigation and others that may generate responsibilities to the acquirers and to the transferees.
Consultation and accompaniment preparation of proceedings before the CADE (Administrative Council for Economic Defense), CVM (Securities and Exchange Commission), MICOM (Ministry of Communications), DNPM National Department of Mineral Production) and other authorities in the approval of operations that are subject to government approval.
Elaboration of stock assignment, sale and purchasing contracts, barter deal, contract of business constitution, shareholders agreements, holdings structuring, statutes and social contracts, separation, merger, incorporation and societal transformation, protocols and justification, general assembly records, registry book preparation and stock transfer and other necessary acts in the formalization of companies’ mergers and acquisition operations.
Judicial representation in the arbitration bodies in order to defend the partners’ rights and interests in disputes and societal conflicts.
Action in acts, amicable divestment processes, and partial or total judicial dissolution.