Corporate - M&A

The Corporate team of the firm stands out for its specialization in highly complex Corporate Law issues, its involvement in Mergers and Acquisitions (M&A), its participation in bankruptcy and insolvency proceedings and its expertise in several commercial matters.

Banking and Finance:

We assist banking and financial institutions, securities intermediaries, credit management companies, banking representatives and investment funds.

We intervene in complex banking and financial operations such as financing, leasing, factoring, loans, guarantees and debt restructuring. We also assist in the development of investment funds, financial trusts and securitizations, and in the structuring, programming and fiscal planning with regard to the issuance of negotiable obligations, private placements, commercial papers and other securities transactions.

In regulatory matters, we provide advice related to the interpretation of the rules issued by the Central Bank of Uruguay and the applicable current regulations. We also assist our clients in the process of obtaining the licenses, permits and authorizations necessary to operate.

Likewise, we advise on the analysis and policies of compliance and prevention of money laundering.

Bankruptcy and Insolvency:

We provide comprehensive judicial and extrajudicial advice in complex insolvency and bankruptcy cases and business restructuring processes, providing assistance to our clients regarding the implementation of efficient solutions in order to deal with such situations. We also provide assistance on the acquisition of insolvent companies by promissory acquirers.

In the pre-bankruptcy stage, we assist our clients in the analysis of the available alternatives, as well as in relation to the liability risks of the involved parties. In addition, we advise debtors in the drafting and negotiation of agreements with creditors and, where appropriate, in the liquidation stage of the insolvent company.

Commercial:

We offer comprehensive advice in the structuring of complex business transactions. We intervene in the elaboration and negotiation of a great variety of commercial agreements, either national or international, linked to different areas of economic activity: distribution agreements, business collaboration agreements, share purchase agreements, joint-ventures, purchasing agreements, etc.

We represent our clients in the extrajudicial management of credit collections and in the execution of securities.

We provide assistance in the field of Competition Law and consumer relations.

Company Law:

We advise our clients on the design of the structure that best suits their business needs, for which we assist them in the incorporation, restructuring and/or purchase of corporations, public limited companies, limited liability companies, foundations, agricultural companies and associations and other corporate structures, as well as in the settlement of trusts, consortiums and cooperatives.

In corporate matters, our services include: amendment of bylaws and internal companies regulations; processes of increase and reduction of share and paid-up capital -having outstanding experience in handling complex files before the National Internal Audit Office (AIN) with successful results-; processes of shares purchase (due diligence, memorandum of understanding, closings, etc.), sale of quotas of an LLC, as well as support to the corporate functions of the board of directors; and the management and administration of corporate books.

We elaborate and negotiate shareholders’ agreements taking advantage of the legitimacy that our Commercial Companies Law grants to the parties and third parties. We intervene in the resolution of highly complex corporate disputes (among shareholders, affiliates and directors) and in the reorganization of companies (mergers, divisions, transformations, partial terminations, universal assignments of business units, etc.).

We specialize in family businesses. We offer tailor-made advice to family-owned companies, proposing innovative solutions for the management of these types of companies, planning their succession, remuneration policies for directors and managers linked to the family, dividend policies, negotiation and drafting of agreements for disputes resolution that cause the blocking of companies, taking into account the interests of the companies and the interest of each of the subjects involved.

Corporate Governance:

We assist shareholders and directors in the adoption of good corporate governance practices, which are included in Codes and other Soft Law instruments related to this subject, with the aim of promoting transparency in the management and administration of companies as an essential value in order to promote market confidence in companies.

We tailor the relationships between directors and managers of companies with its shareholders and other stakeholders. Furthermore, we provide tools so that the company can formally establish its business objectives, the means available to achieve them and the auditing mechanisms aimed at monitoring its compliance.

Mergers and Acquisitions (M&A):

We offer complete and continuous assistance to our clients acting as acquirers, sellers or intermediaries, within the cases of mergers and acquisitions (M&A) processes, share purchase agreements, disposition of business premises, assets purchase agreements, etc.

Our advice covers the various stages of those transactions such as: determination of legal structure of companies, legal and tax planning, audits or due diligence processes, negotiation and drafting of sales and purchase agreements and shareholder agreements.