Transactional Expertise to Maximize Value and Enable Investments
In an increasingly sophisticated market environment, Mergers and Acquisitions (M&A) and Investment operations require legal counsel that combines technical rigor with a strategic business vision. The M&A area of MSN Advogados is dedicated to advising buyers (buy-side), sellers (sell-side), investors, and targets in conducting transformative transactions, focusing on value creation and intelligent risk mitigation.
Our approach is deal-making oriented. We accompany our clients from the initial negotiations and structuring of the offer (LOI/MOU), through the meticulous coordination of legal due diligence, to the final negotiation of purchase and sale agreements (SPA/QPA) and the closing of the transaction. We work in a multidisciplinary way, integrating tax, labor, and regulatory perspectives to design the most efficient structure for each transaction, whether it is an asset sale, divestment of control, or minority investment.
With a strong presence in the innovation and capital ecosystem, we possess specific expertise in Private Equity and Venture Capital operations, advising funds and founders in investment rounds, debt conversion, and structuring investment vehicles. We understand the speed of the market and deliver legal solutions that enable business (business enablers).
Detailed Scope of Services:
- M&A Transactions: Comprehensive advisory services in the purchase and sale of equity interests, asset acquisition (Asset Deal), and transfer of commercial establishments.
- Venture Capital and Startups: Structuring investment rounds (Angel, Seed, Series A+), drafting Convertible Loans and SAFE/KISS instruments.
- Legal Due Diligence: Conducting full-scope or focused due diligence (Red Flag Reports) to identify liabilities and contingencies in target companies.
- Investment Structuring: Planning investor entry structures, forming Joint Ventures and strategic alliances.
- Long-Term Incentive Plans: Designing Stock Option (SOP) plans, phantom shares, and vesting strategies to retain executives and key talent.
- Divestment and Exit: Preparing companies for strategic sale or secondary liquidity rounds.