Listed Companies

Overview

Our team advises nearly 50 listed companies and is recognized as a leader in high-complexity corporate matters, as well as in the consistent support in daily affairs and events.

Scope

• Advice to controlling shareholders, boards of directors, and executive management on strategic matters, such as M&As involving listed companies, business combinations, private capital increases, corporate restructuring, related-party transactions, crisis management, ESG-related matters, and legal, risk and governance aspects involved in implementing new business strategies (e.g., change of corporate purpose to include cryptocurrency investments).
• Assistance in tender offers, such as delisting, conversion of registration, tag-along , hostile takeovers, among other related structures.
• Advice on stakebuildings, block trades, and initial consolidation or dispersion of control (widely held shares), covering all related aspects: Potential “Brazilian Pills” clauses, applicable Brazilian Securities Exchange Commission (CVM) and B3 regulations, reference shareholders’ and controlling shareholders’ obligations, mapping and obtaining financial and operational waivers, lock-up obligations, and targeted assessment of risks and other potential outcomes relating to the company’s public documents, such as reference forms and bylaws.
• Advice to independent committees in matters such as M&As with related parties and internal investigations.
• Assistance to legal and investor relations departments in drafting periodic and occasional documents (material facts and notices, reference forms – including specialist ESG review), and in connection with ordinary and extraordinary shareholders’ meetings, often serving as secretary or chair of such meetings.
• Assistance in complying with CVM and B3 regulations (including those related to special listing segments), with advice on meetings, responses to official letters, and appeals before the technical departments and collegiate board of the CVM, and the B3’s superintendence of issuers and executive board.
• Assistance in structuring stock option plans, restricted stock plans, among other structures, and other aspects related to the compensation of executive officers, tailored to listed companies, divided into defined control structures, or widely held shares.
• Assessment and implementation of ESG best practices, including governance system improvement, risk management, internal audits and internal controls, structuring of reporting lines, drafting and updating of policies, codes, and charters, aligning regulatory requirements (CVM, B3, etc.) with corporate governance best practices, including compliance with indices such as the Corporate Sustainability Index (ISE).
• Assistance in administrative sanctioning proceedings before the CVM, B3, and the Appeals Council of the National Financial System (CRSFN).

Specialized advice in strategic corporate litigation involving listed companies

• Assistance in complex judicial and arbitral proceedings involving listed companies, including strategic pre-litigation advisory services, with extensive experience in:
  • Corporate disputes involving shareholders, especially controlling and minority shareholders.
  • Civil liability of administrators and shareholders.
  • Disputes involving corporate abuse of power, conflicts of interest, irregular exercise of voting rights, and breach of fiduciary duties.
  • Disputes related to the convening, installation, and resolutions of general shareholders’ meetings, including challenges to voting outcomes and the election of board and supervisory board members.
  • Disputes involving share purchase agreements, investment agreements, call and put options, bylaws, and shareholders’ agreements.
  • Tender offer disputes, including challenges related to fair pricing, poison pill provisions, and fiduciary duties.
  • Disputes concerning the disclosure of material information and compliance with transparency obligations before the market and the CVM.
  • Representation in administrative and sanctioning proceedings before the CVM, when a litigation on the same matter is also ongoing.