Solid Structuring and Governance for Business Perpetuity
In the contemporary corporate landscape, the robustness of the corporate structure is the foundation that sustains sustainable growth and attracts capital. The Corporate Law and Corporate Governance practice of MSN Advogados transcends the fulfillment of legal formalities; we act as institutional architects for our clients, designing legal structures that align interests, protect assets, and professionalize management.
Our advisory services cover the entire lifecycle of companies, from the conception of efficient associative models (whether for startups, family groups, or investor groups) to the implementation of sophisticated governance mechanisms. We understand that each company has a unique power dynamic; therefore, our work in drafting Shareholders’ Agreements is meticulous, focused on conflict prevention and the clear definition of exit rules, succession, and decision-making.
Inspired by best market practices and aligned with regulatory complexity, we offer continuous support for corporate routines, ensuring that company management is always supported by maximum legal security, allowing managers to focus on what is essential: the core business.
Detailed Scope of Services:
- Corporate Formation and Structuring: Modeling of Public Limited Companies (S.A.), Limited Liability Companies (Ltda.), Special Purpose Entities (SPEs), and Special Purpose Companies (SPEs), focusing on operational efficiency and asset protection.
- Shareholder and Quota Holder Agreements: Drafting instruments to regulate political (voting), economic (dividends), and preferential rights, including Tag Along, Drag Along, Shotgun clauses, and deadlock resolution (Deadlock Provisions).
- Corporate Governance: Advisory services in the creation and regulation of Boards of Directors, Fiscal Councils, and Support Committees; implementation of codes of conduct and authority policies.
- Intra-Group Corporate Reorganizations: Planning and execution of incorporations, mergers, spin-offs, and transformations aimed at tax or operational efficiency.
- Corporate Secretariat: Complete management of the routine of corporate books, minutes of general meetings (AGM/EGM) and shareholder meetings, ensuring permanent legal compliance.
- Dissolution and Liquidation: Secure conduct of business closure processes and asset valuation.